Takeover Tactics and Public Policy: Hearings Before the Subcommittee on Telecommunications, Consumer Protection, and Finance of the Committee on Energy and Commerce, House of Representatives, Ninety-eighth Congress, Second Session, on H.R. 2371, H.R. 5250, H.R. 5693, H.R. 5694, H.R. 5696, and H.R. 5696 ... March 28 and May 23, 1984U.S. Government Printing Office, 1984 - Investments, Foreign |
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Page 21
... Court's holding in Edgar v . Mite Corp. et al 102 S.Ct. 2629 ( 1982 ) . Recommendation 9b This statement puts state corporation law under preemptive pressure in pro- viding that federal takeover regulation should not preempt state ...
... Court's holding in Edgar v . Mite Corp. et al 102 S.Ct. 2629 ( 1982 ) . Recommendation 9b This statement puts state corporation law under preemptive pressure in pro- viding that federal takeover regulation should not preempt state ...
Page 28
... Court's decision in Edgar v . Mite Corp. , the Kentucky Supreme Court ruled in October , 1982 , that Kentucky's Take - Over Bid law violates the Commerce Clause of the United States Constitution ( Esmark v . Strode , 639 SW 2d 768 ) ...
... Court's decision in Edgar v . Mite Corp. , the Kentucky Supreme Court ruled in October , 1982 , that Kentucky's Take - Over Bid law violates the Commerce Clause of the United States Constitution ( Esmark v . Strode , 639 SW 2d 768 ) ...
Page 40
... Court for the District of Maryland who heard the case used as precedent for his ruling the decision of the United States Supreme Court in the case of Edgar v . Mite Corporation , 120 S. Ct . 2629 ( 1982 ) . As a result of the Maryland ...
... Court for the District of Maryland who heard the case used as precedent for his ruling the decision of the United States Supreme Court in the case of Edgar v . Mite Corporation , 120 S. Ct . 2629 ( 1982 ) . As a result of the Maryland ...
Page 41
... court . Our joint legal efforts have produced the only post - Mite federal court decision not declaring a state takeover statute unconstitutional . From these activities , we have acquired substantial knowledge about the problems ...
... court . Our joint legal efforts have produced the only post - Mite federal court decision not declaring a state takeover statute unconstitutional . From these activities , we have acquired substantial knowledge about the problems ...
Page 45
... court was badly split in the case , and the decision did not set any clear parameters for state involvement . Subsequent federal court decisions have merely added to the confusion as the judges have failed to read the Mite decision ...
... court was badly split in the case , and the decision did not set any clear parameters for state involvement . Subsequent federal court decisions have merely added to the confusion as the judges have failed to read the Mite decision ...
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Common terms and phrases
abuses acquiring acquiror advisory vote agree amended assets believe bidder business combination business judgment rule capital cash change of control Commerce Clause Committee on Tender concern Congress Consumer Protection control share acquisition corporate law corporate takeovers Court decision defensive tactics disclosure economic effect equity securities Exchange Act fair federal law federal regulation golden parachutes greenmail holders Honorable Timothy hostile tender offer insurance companies interested shareholder investment investors issuer issues legislation letter McCarran-Ferguson Act merger minimum offering period Mite NAIC NASAA offeror Ohio person preemption prohibit proposed Protection and Finance provisions proxy public interest purchase regulation of tender regulatory repurchase Schedule 13D SEC Advisory Committee Section shareholder approval shareholder vote specific statement statutes Subcommittee on Telecommunications supermajority takeover bid takeover regulation target company target corporation tender offer regulation Texaco Timothy E tion transactions U.S. House U.S. Supreme Court Williams Act Wirth Chairman
Popular passages
Page 282 - ... under common control with, the person specified. (b) Control. The term "control" (including the terms "controlling", "controlled by" and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract...
Page 280 - associate" used to indicate a relationship with any person, means (1) any corporation or organization (other than the registrant or a majority-owned subsidiary of the registrant) of which such person is an officer or partner or is, directly or indirectly, the beneficial owner of 10 percent or more of any class of equity securities, (2) any trust or other estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity...
Page 155 - No Act of Congress shall be construed to invalidate, impair, or supersede any law enacted by any State for the purpose of regulating the business of insurance...
Page 155 - The business of insurance, and every person engaged therein, shall be subject to the laws of the several States which relate to the regulation or taxation of such business.
Page 280 - affiliate' of, or a person 'affiliated' with, a specified person, is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified. "(f) Control. The term 'control' (including the terms 'controlling,
Page 157 - ... has to liquidate the insurer, sell its assets or consolidate or merge it with any person, or to make any other material change in its business or corporate structure or management, are unfair and unreasonable to policyholders of the insurer and not in the public interest...
Page 431 - Suit to recover such profit may be instituted at law or in equity in any court of competent jurisdiction by the issuer, or by the owner of any security of the issuer in the name and in behalf of the issuer if the issuer shall fail or refuse to bring such suit within sixty days after request or shall fail diligently to prosecute the same thereafter; but no such suit shall be brought more than two years after the date such profit was realized.
Page 278 - ... shall have the right to examine, in person, or by agent or attorney, at any reasonable time or times, for any proper purpose, its books and records of account, minutes and record of shareholders and to make extracts therefrom.
Page 280 - ... or more of any class of equity securities, (2) any trust or other estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity, and (3) any relative or spouse of such person, or any relative of such spouse. who has the same home as such person or who Is a director or officer of the bank or any of its parents or subsidiaries. (e) The term "charter...
Page 173 - Any plans or proposals which each acquiring party may have to liquidate such insurer, to sell its assets or merge or consolidate it with any person, or to make any other material change in its business or corporate structure or management. (5) The number of shares of any security referred to in subsection a.