piper
industries
argued
october
decided
february
together
first
boston
industries
bangor
punta
et
al
industries
also
certiorari
respondent
industries
unsuccessful
tender
offeror
contest
control
corporation
course
takeover
contest
brought
suit
damages
injunctive
relief
management
target
corporation
investment
adviser
bangor
punta
successful
competitor
alleging
inter
alia
violations
provisions
securities
exchange
act
rule
securities
exchange
commission
section
makes
unlawful
fraudulent
deceptive
manipulative
acts
practices
connection
tender
offer
solicitation
security
holders
opposition
favor
offer
rule
prohibits
issuers
whose
stock
process
distribution
market
tampering
purchasing
stock
stock
rights
distribution
completed
protracted
litigation
appeals
ultimately
held
standing
sue
damages
rule
claim
damages
established
stated
infer
silence
statute
congress
intended
deny
federal
remedy
means
furthering
general
objective
merits
found
violations
defendants
violations
rule
successful
competitor
remanded
determination
amount
damages
instructed
district
enjoin
successful
competitor
least
five
years
voting
target
company
shares
acquired
violation
rule
held
tender
offeror
suing
capacity
takeover
bidder
standing
sue
damages
hence
appeals
erred
holding
defeated
tender
offeror
implied
cause
action
damages
provision
pp
legislative
history
shows
sole
purpose
protection
investors
confronted
tender
offer
congress
intent
regulating
takeover
bidders
previously
operated
covertly
order
protect
shareholders
target
companies
tender
offerors
class
regulated
statute
intended
beneficiaries
legislation
pp
creation
implied
cause
action
damages
judicial
interpretation
urged
necessary
effectuate
congress
objectives
enacting
conclusion
confirmed
four
factors
identified
cort
ash
relevant
determining
whether
private
remedy
implicit
statute
expressly
providing
one
member
class
whose
activities
congress
intended
regulate
benefit
target
shareholders
one
class
whose
especial
benefit
enacted
ii
although
nothing
legislative
history
manifests
intent
deny
damages
remedy
tender
offerors
material
showing
intention
create
remedy
pervasive
legislative
history
negates
claim
statute
intended
provide
tender
offerors
additional
weapons
contests
control
iii
consistent
underlying
legislative
purpose
imply
damages
remedy
tender
offeror
statute
especially
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protect
shareholders
target
corporations
particularly
damages
award
million
favors
tender
offeror
injured
shareholders
target
iv
cause
action
tender
offeror
one
appropriately
relegated
state
law
extent
offeror
seeks
damages
loss
opportunity
control
corporation
pp
context
case
standing
sue
damages
account
asserted
rule
violations
successful
competitor
since
complaint
price
paid
target
company
shares
influenced
rule
violations
opportunity
gain
control
target
company
lost
virtue
violations
thus
complaint
implicate
concerns
rule
aimed
maintaining
orderly
market
distribution
securities
free
manipulative
influences
pp
appeals
erred
circumstances
presented
awarding
injunctive
relief
case
tried
district
exclusively
suit
damages
expressly
waived
claim
injunctive
relief
circumstances
holding
cause
action
damages
either
rule
renders
injunction
granted
district
inappropriate
premised
upon
impermissible
award
damages
pp
burger
delivered
opinion
stewart
white
marshall
powell
rehnquist
joined
blackmun
filed
opinion
concurring
judgment
post
stevens
filed
dissenting
opinion
brennan
joined
post
paul
pennoyer
argued
cause
petitioners
briefs
zachary
shimer
david
peck
argued
cause
petitioner
briefs
arthur
dean
john
arning
john
warden
charles
sullivan
louis
loss
lloyd
cutler
argued
cause
petitioners
briefs
manuel
cohen
louis
cohen
stephen
black
william
lake
michael
helfer
william
kolasky
james
ryan
roger
waldman
charles
alan
wright
dudley
phillips
john
martin
arthur
liman
argued
cause
respondent
three
cases
brief
simon
rifkind
stuart
robinowitz
jack
fn
harvey
pitt
david
ferber
filed
brief
securities
exchange
commission
amicus
curiae
urging
affirmance
cases
chief
justice
burger
delivered
opinion
granted
certiorari
cases
consider
among
issues
whether
unsuccessful
tender
offeror
contest
control
corporation
implied
cause
action
damages
securities
exchange
act
added
williams
act
stat
securities
exchange
commission
sec
rule
cfr
based
alleged
antifraud
violations
successful
competitor
investment
adviser
individuals
constituting
management
target
corporation
background
three
petitions
present
questions
first
impression
arising
sophisticated
hard
fought
contest
control
piper
aircraft
manufacturer
light
aircraft
piper
management
consisted
principally
members
piper
family
owned
piper
outstanding
stock
industries
diversified
manufacturer
recreational
products
attempted
secure
voting
control
piper
cash
exchange
tender
offers
piper
common
stock
takeover
attempt
failed
bangor
punta
bangor
bangor
punta
support
piper
family
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control
piper
september
brought
suit
securities
exchange
act
rule
alleging
bangor
punta
achieved
control
target
corporation
result
violations
federal
securities
laws
piper
family
bangor
punta
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punta
underwriter
first
boston
together
successfully
repelled
takeover
attempt
struggle
control
piper
began
december
time
began
making
cash
purchases
piper
common
stock
january
acquired
shares
approximately
piper
outstanding
shares
next
day
following
unsuccessful
preliminary
overtures
piper
president
herbert
siegel
publicly
announced
cash
tender
offer
piper
shares
per
share
approximately
market
price
responding
promptly
bid
piper
management
met
day
company
investment
banker
first
boston
advisers
january
piper
family
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offer
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resistance
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campaign
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management
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letters
company
stockholders
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arguing
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shareholders
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president
company
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board
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stock
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late
february
exchange
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stock
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siegel
company
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officials
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large
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expressly
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release
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officials
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litigation
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electric
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years
voting
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shares
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exchange
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rule
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finally
judge
timbers
writing
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mansfield
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judge
mansfield
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trial
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chancellor
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mansfield
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judge
mansfield
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timbers
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family
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judge
mansfield
agreed
piper
communications
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concluded
failed
prove
damages
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principles
mills
electric
supra
judge
mansfield
stated
must
show
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loss
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scienter
requirement
met
corporate
officer
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judge
gurfein
judge
mansfield
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bangor
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operated
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offer
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party
achieves
control
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securities
laws
party
liable
matter
law
injured
competitor
district
opinion
relief
november
appeals
opinion
relief
april
judgment
review
iii
williams
act
remedy
gap
federal
regulation
senator
harrison
williams
introduced
bill
october
subject
tender
offerors
advance
disclosure
requirements
original
proposal
evolved
next
two
years
response
positions
expressed
sec
interested
parties
private
industry
new
york
stock
exchange
cong
rec
remarks
williams
subsequently
enacted
legislation
requires
takeover
bidders
file
statement
commission
indicating
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things
background
identity
offeror
source
amount
funds
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used
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purchases
extent
offeror
holdings
target
corporation
offeror
plans
respect
target
corporation
business
corporate
structure
addition
disclosure
requirements
protect
target
shareholders
williams
act
provides
benefits
target
shareholders
elect
tender
stock
first
stockholders
accept
tender
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right
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shares
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seven
days
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days
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offer
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tender
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less
outstanding
shares
requested
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shares
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act
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securities
taken
pro
rata
offeror
first
days
offer
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senator
williams
specifically
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pressures
target
shareholders
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