Cardiff Acquisitions, Inc. v. Hatch

2 Citing cases

  1. Macfadden Holdings, Inc. v. JB Acquisition Corp.

    641 F. Supp. 454 (S.D.N.Y. 1986)   Cited 3 times

    That rule provides "[a] material change in the information published or sent or given to security holders shall be promptly disclosed to security holders in addition to tender offer materials." This provision requires prompt notification to shareholders of material changes in the information filed with the SEC. Cardiff Acquisitions, Inc. v. Hatch, 751 F.2d 917, 921 (8th Cir. 1984). The purpose of the Rule is to protect target company shareholders faced with a tender offer decision by imposing disclosure requirements on the tender offeror.

  2. Macfadden Holdings, Inc. v. JB Acquisition Corp.

    802 F.2d 62 (2d Cir. 1986)   Cited 11 times

    That rule provides: "A material change in the information published or sent or given to security holders shall be promptly disclosed to security holders in additional tender offer materials." 17 C.F.R. ยง 240.14d-6(d); see Cardiff Acquisition, Inc. v. Hatch, 751 F.2d 917, 921 (8th Cir. 1984). In light of our conclusion that Reliance did not misrepresent or omit to state its intentions regarding when the offer and withdrawal rights would expire and when shares would be accepted, we hold that the district court erred in finding that Reliance violated rule 14d-6(d).