cts
dynamics
america
argued
march
decided
april
federal
williams
act
implementing
regulations
govern
hostile
corporate
stock
tender
offers
requiring
inter
alia
offers
remain
open
least
business
days
indiana
act
applies
certain
business
corporations
chartered
indiana
specified
levels
shares
shareholders
within
state
opt
act
protection
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act
provides
acquisition
control
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corporation
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act
bring
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entity
voting
power
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include
voting
rights
unless
majority
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shareholders
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next
regularly
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meeting
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stock
acquiror
require
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meeting
within
days
following
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procedures
appellee
dynamics
corporation
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offer
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ownership
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suit
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district
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securities
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edgar
mite
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act
state
statutes
upset
balance
target
company
management
tender
offeror
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finding
view
indiana
act
effect
imposes
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delay
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minimum
period
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act
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possibility
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law
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offer
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period
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assuming
indiana
act
impose
additional
delay
mite
plurality
found
unreasonable
delays
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williams
act
said
delay
unreasonable
since
period
falls
within
period
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tendering
shareholders
withdraw
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act
construed
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statute
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corporate
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regulation
area
suggests
congress
intended
state
laws
said
pp
indiana
act
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commerce
clause
act
limited
effect
interstate
commerce
justified
state
interests
defining
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corporations
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commerce
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offers
whether
offeror
indiana
domiciliary
resident
act
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apply
often
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launch
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claim
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companies
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corporations
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corporations
law
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state
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act
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tender
offers
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role
overseer
corporate
governance
enacts
laws
necessarily
affect
certain
aspects
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commerce
particularly
respect
corporations
shareholders
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interests
promoting
stable
relationships
among
parties
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corporations
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investors
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corporate
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incorporated
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corporations
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shareholders
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protect
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structure
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market
pp
powell
delivered
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rehnquist
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marshall
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parts
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concurring
part
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post
white
filed
dissenting
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ii
blackmun
stevens
joined
post
together
indiana
dynamics
corporation
america
also
appeal
james
strain
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cause
appellant
brief
richard
deer
stanley
fickle
john
pritchard
argued
cause
filed
brief
appellant
lowell
sachnoff
argued
cause
appellee
cases
brief
dean
dickie
sarah
fn
briefs
amici
curiae
urging
reversal
filed
state
new
york
robert
abrams
attorney
general
peter
sherwood
solicitor
general
mary
ellen
burns
deputy
chief
assistant
attorney
general
colvin
grannum
assistant
attorney
general
state
minnesota
hubert
humphrey
iii
attorney
general
alan
gilbert
barry
greller
special
assistant
attorneys
general
indiana
chamber
commerce
et
al
donald
elliott
barton
peterson
briefs
amici
curiae
urging
affirmance
filed
securities
exchange
commission
et
al
solicitor
general
fried
deputy
solicitor
general
cohen
roy
englert
daniel
goelzer
paul
gonson
securities
industry
association
marc
cherno
irwin
blum
william
fitzpatrick
shareholders
association
james
edward
maloney
david
warden
justice
powell
delivered
opinion
cases
present
questions
whether
control
share
acquisitions
chapter
indiana
business
corporation
law
ind
code
et
seq
supp
preempted
williams
act
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amended
ed
supp
iii
violates
commerce
clause
federal
constitution
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march
governor
indiana
signed
revised
indiana
business
corporation
law
ind
code
et
seq
supp
law
included
control
share
acquisitions
chapter
indiana
act
act
beginning
august
act
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corporation
incorporated
indiana
unless
corporation
amends
articles
incorporation
bylaws
opt
act
date
indiana
corporation
opt
act
resolution
board
directors
act
applies
issuing
public
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term
corporation
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issuing
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corporation
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shareholders
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substantial
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indiana
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ten
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ten
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ten
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within
days
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agrees
pay
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shareholders
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rights
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corporation
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control
shares
acquiror
fair
market
value
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similarly
acquiror
file
acquiring
person
statement
corporation
corporation
may
bylaws
articles
incorporation
provide
redeem
shares
time
days
acquiror
last
acquisition
march
appellee
dynamics
corporation
america
dynamics
owned
common
stock
appellant
cts
corporation
indiana
corporation
day
six
days
act
went
effect
dynamics
announced
tender
offer
another
million
shares
cts
purchase
shares
brought
dynamics
ownership
interest
cts
also
march
dynamics
filed
suit
district
northern
district
illinois
alleging
cts
violated
federal
securities
laws
number
respects
longer
relevant
proceedings
march
board
directors
cts
indiana
corporation
elected
governed
provisions
act
see
four
days
later
march
dynamics
moved
leave
amend
complaint
allege
act
williams
act
ed
supp
iii
violates
commerce
clause
art
cl
dynamics
sought
temporary
restraining
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preliminary
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declaratory
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use
act
april
district
ruled
williams
act
indiana
act
granted
dynamics
motion
declaratory
relief
supp
nd
relying
justice
white
plurality
opinion
edgar
mite
concluded
act
wholly
frustrates
purpose
objective
congress
striking
balance
investor
management
takeover
bidder
takeover
contests
week
later
april
district
issued
opinion
accepting
dynamics
claim
act
violates
commerce
clause
holding
rested
conclusion
substantial
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act
outweighs
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certified
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williams
act
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claims
final
federal
rule
civil
procedure
ibid
cts
appealed
district
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seventh
circuit
imminence
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april
days
dynamics
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affirming
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district
opinion
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may
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appeals
examined
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claim
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act
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act
looked
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edgar
mite
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three
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williams
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state
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upset
balance
target
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commentators
disputed
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williams
act
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williams
act
statute
expressing
view
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big
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williams
act
exhibit
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implicitly
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preemptive
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indiana
set
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williams
act
taken
congressional
determination
month
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force
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offer
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open
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days
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indiana
act
target
corporation
chooses
unlike
state
blue
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law
indiana
statute
calculated
impede
transactions
residents
sake
trivial
even
negative
benefits
residents
indiana
depriving
nonresidents
valued
opportunity
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offers
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corporation
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assets
immovable
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divided
management
shareholders
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market
corporate
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indeed
international
market
state
indiana
authorized
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effect
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statute
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assume
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indiana
broad
latitude
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affairs
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consequence
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indiana
corporation
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effect
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market
securities
corporate
control
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intended
substantial
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scope
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filed
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whether
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state
regulations
physical
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paul
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hines
davidowitz
ray
atlantic
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brief
summary
structure
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act
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transactions
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securities
laws
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industries
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offeror
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amount
funds
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purpose
purchase
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plans
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make
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second
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act
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accompany
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procedural
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open
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fed
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indiana
act
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major
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illinois
statute
considered
edgar
mite
reviewing
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williams
act
justice
white
joined
chief
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burger
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blackmun
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williams
act
struck
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white
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illinois
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act
third
troublesome
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illinois
statute
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illinois
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shareholders
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corporations
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act
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federal
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rights
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act
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emphasis
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case
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indefinite
delay
presented
persuasive
reason
deadline
established
contrast
indiana
act
provides
full
voting
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eventually
occur
within
days
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offer
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period
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established
reinstitution
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note
williams
act
variety
state
corporate
laws
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statute
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offer
state
corporate
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corporations
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model
business
act
draft
model
business
act
ann
ed
hereinafter
mbca
american
bar
foundation
revised
model
business
act
draft
hereinafter
rmbca
staggering
terms
directors
thus
annual
elections
one
class
directors
year
corporations
may
delay
time
successful
offeror
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control
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directors
similarly
state
corporation
laws
commonly
provide
cumulative
voting
see
mbca
rmbca
enabling
minority
shareholders
assure
representation
class
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cumulative
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delay
ability
offerors
gain
untrammeled
authority
affairs
target
corporation
see
hochman
folger
deflecting
takeovers
charter
techniques
bus
law
view
possibility
indiana
act
delay
tender
offers
insufficient
require
conclusion
williams
act
act
longstanding
prevalence
state
regulation
area
suggests
congress
intended
state
laws
delay
acquisition
voting
control
following
tender
offer
said
explicitly
regulatory
conditions
act
places
tender
offers
consistent
text
purposes
williams
act
accordingly
hold
williams
act
indiana
act
iii
alternative
basis
decision
appeals
held
act
violates
commerce
clause
federal
constitution
address
holding
face
commerce
clause
nothing
grant
congress
power
regulate
commerce
among
several
art
cl
settled
century
clause
prohibits
taking
certain
actions
respecting
interstate
commerce
even
absent
congressional
action
see
cooley
board
wardens
interpretation
great
silences
constitution
hood
sons
du
mond
always
easy
follow
rather
volume
complexity
commerce
regulation
grown
country
articulated
variety
tests
attempt
describe
difference
regulations
commerce
clause
permits
regulations
prohibits
see
raymond
motor
transportation
rice
principal
objects
dormant
commerce
clause
scrutiny
statutes
discriminate
interstate
commerce
see
lewis
bt
investment
managers
philadelphia
new
jersey
see
generally
regan
state
protectionism
making
sense
dormant
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clause
rev
indiana
act
statute
effects
tender
offers
whether
offeror
domiciliary
resident
indiana
thus
visits
effects
equally
upon
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local
business
lewis
bt
investment
managers
supra
dynamics
nevertheless
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statute
discriminatory
apply
often
entities
argument
rests
contention
practical
matter
hostile
tender
offers
launched
offerors
outside
indiana
argument
avails
dynamics
little
fact
burden
state
regulation
falls
interstate
companies
establish
claim
discrimination
interstate
commerce
exxon
governor
maryland
see
minnesota
clover
leaf
creamery
rejecting
claim
discrimination
challenged
statute
regulate
evenhandedly
without
regard
whether
commerce
came
outside
state
commonwealth
edison
montana
rejecting
claim
discrimination
tax
burden
borne
according
amount
consumed
according
distinction
instate
consumers
nothing
indiana
act
imposes
greater
burden
offerors
similarly
situated
indiana
offerors
reject
contention
act
discriminates
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commerce
recent
commerce
clause
cases
also
invalidated
statutes
may
adversely
affect
interstate
commerce
subjecting
activities
inconsistent
regulations
distillers
new
york
state
liquor
authority
edgar
mite
plurality
opinion
white
kassel
consolidated
freightways
plurality
opinion
powell
see
southern
pacific
arizona
noting
confusion
difficulty
attend
unsatisfied
need
uniformity
setting
maximum
limits
train
lengths
cooley
board
wardens
supra
stating
commerce
clause
prohibits
regulating
subjects
nature
national
admit
one
uniform
system
plan
regulation
indiana
act
poses
problem
long
state
regulates
voting
rights
corporations
created
corporation
subject
law
one
state
principle
corporation
law
practice
firmly
established
state
authority
regulate
domestic
corporations
including
authority
define
voting
rights
shareholders
see
restatement
second
conflict
laws
concluding
law
incorporating
state
generally
determine
right
shareholder
participate
administration
affairs
corporation
accordingly
conclude
indiana
act
create
impermissible
risk
inconsistent
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different
appeals
find
act
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either
threshold
reasons
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decision
rested
view
act
potential
hinder
tender
offers
think
appeals
failed
appreciate
significance
commerce
clause
analysis
fact
state
regulation
corporate
governance
regulation
entities
whose
existence
attributes
product
state
law
chief
justice
marshall
explained
corporation
artificial
invisible
intangible
existing
contemplation
law
mere
creature
law
possesses
properties
charter
creation
confers
upon
either
expressly
incidental
existence
supposed
best
calculated
effect
object
created
trustees
dartmouth
college
woodward
wheat
regulatory
laws
may
affect
directly
variety
corporate
transactions
mergers
typical
example
view
substantial
effect
merger
may
shareholders
interests
corporation
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require
supermajority
votes
approve
mergers
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mbca
requiring
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shares
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votes
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rmbca
requiring
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vote
mergers
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transactions
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corporations
merge
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laws
also
may
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dissenters
rights
minority
shareholders
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corporate
decisions
take
particular
actions
entitled
sell
shares
corporation
fair
market
value
see
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requiring
corporation
purchase
shares
dissenting
shareholders
laws
may
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corporation
engaging
specified
transactions
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accepted
part
business
landscape
country
create
corporations
prescribe
powers
define
rights
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purchasing
shares
state
interest
promoting
stable
relationships
among
parties
involved
corporations
charters
well
ensuring
investors
corporations
effective
voice
corporate
affairs
doubt
act
reflects
concerns
primary
purpose
act
protect
shareholders
indiana
corporations
affording
shareholders
takeover
offer
made
opportunity
decide
collectively
whether
resulting
change
voting
control
corporation
perceive
desirable
change
management
may
important
effects
shareholders
interests
well
within
state
role
overseer
corporate
governance
offer
opportunity
autonomy
provided
allowing
shareholders
collectively
determine
whether
takeover
advantageous
interests
may
especially
beneficial
hostile
tender
offer
may
coerce
shareholders
tendering
shares
appellee
dynamics
responds
concern
arguing
prospect
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illusory
tender
offers
generally
favored
reallocate
corporate
assets
hands
management
use
effectively
see
generally
easterbrook
fischel
proper
role
target
management
responding
tender
offer
harv
rev
indicated
supra
indiana
concern
tender
offers
groundless
indeed
potentially
coercive
aspects
tender
offers
recognized
sec
see
sec
release
number
scholarly
commentators
see
bradley
rosenzweig
defensive
stock
repurchases
harv
rev
macey
mcchesney
theoretical
analysis
corporate
greenmail
yale
lowenstein
colum
constitution
require
subscribe
particular
economic
theory
inclined
secondguess
empirical
judgments
lawmakers
concerning
utility
legislation
kassel
consolidated
freightways
brennan
concurring
judgment
view
possibility
coercion
takeover
bids
offers
additional
justification
indiana
decision
promote
autonomy
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shareholders
dynamics
argues
event
state
legitimate
interest
protecting
nonresident
shareholders
brief
appellee
quoting
edgar
mite
dynamics
relies
heavily
statement
mite
nsofar
law
burdens
transactions
nothing
weighed
balance
sustain
law
comment
made
reference
illinois
law
applied
well
corporations
corporations
agree
indiana
interest
protecting
nonresident
shareholders
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corporations
act
applies
corporations
incorporated
indiana
reject
contention
indiana
interest
providing
shareholders
corporations
voting
autonomy
granted
act
indiana
substantial
interest
preventing
corporate
form
becoming
shield
unfair
business
dealing
moreover
unlike
illinois
statute
invalidated
mite
indiana
act
applies
corporations
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number
shareholders
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see
ind
code
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thus
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application
indiana
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affect
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indisputably
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act
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ultimately
rests
contention
act
limit
number
successful
tender
offers
little
evidence
occur
even
true
result
substantially
affect
commerce
clause
analysis
reiterate
act
prohibit
entity
resident
nonresident
offering
purchase
purchasing
shares
indiana
corporations
attempting
thereby
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control
provides
regulatory
procedures
designed
better
protection
corporations
shareholders
rejected
notion
commerce
clause
protects
particular
structure
methods
operation
market
exxon
governor
maryland
commodity
traded
securities
market
one
whose
characteristics
defined
state
law
similarly
commodity
traded
market
corporate
control
corporation
one
owes
existence
attributes
state
law
indiana
need
define
commodities
need
provide
residents
nonresidents
equal
access
indiana
done
accordingly
even
act
decrease
number
successful
tender
offers
indiana
corporations
offend
commerce
clause
iv
face
indiana
control
share
acquisitions
chapter
evenhandedly
determines
voting
rights
shares
indiana
corporations
act
conflict
provisions
purposes
williams
act
limited
extent
act
affects
interstate
commerce
justified
state
interests
defining
attributes
shares
corporations
protecting
shareholders
congress
never
questioned
need
state
regulation
matters
think
regulation
offends
constitution
accordingly
reverse
judgment
appeals
ordered
footnotes
interested
shares
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respect
acquiror
officer
inside
director
corporation
may
exercise
direct
exercise
voting
power
corporation
election
directors
record
date
passes
acquiror
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shares
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meaning
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date
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exercise
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matter
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pass
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hands
securities
exchange
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shares
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act
requires
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shareholders
record
record
date
set
meeting
seems
likely
management
target
corporation
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obligation
delayed
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record
date
sending
notice
business
days
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assume
record
date
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set
date
federal
law
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shares
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dynamics
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vote
shareholders
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amici
curiae
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carried
result
changes
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indiana
code
describing
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corporate
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alia
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act
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shareholders
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settlement
agreement
par
reprinted
letter
james
strain
counsel
cts
joseph
spaniol
clerk
mar
justice
white
opinion
issue
joined
chief
justice
burger
justice
blackmun
two
justice
disagreed
justice
white
conclusion
see
powell
concurring
part
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judgment
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justices
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question
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concurring
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brennan
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corporations
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alia
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state
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control
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neither
act
federal
statute
assure
shareholders
suffer
mismanagement
corporate
officers
directors
cf
cort
ash
every
state
except
arkansas
california
allows
classification
directors
stagger
terms
office
see
model
business
act
ann
supp
cumulative
voting
means
devised
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minorities
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size
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model
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ann
pp
supp
numerous
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state
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part
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join
parts
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indiana
control
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different
ante
conclude
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invalid
dormant
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since
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bruce
church
consider
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regan
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correct
long
state
corporation
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governs
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clause
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act
reach
conclusion
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purposes
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statutes
williams
act
governed
provision
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exchange
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provides
nothing
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affect
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commission
agency
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like
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state
security
person
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chapter
rules
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