Cardiff Acquisitions, Inc. v. Hatch

3 Citing cases

  1. Cardiff Acquisitions, Inc. v. Hatch

    751 F.2d 906 (8th Cir. 1984)   Cited 11 times
    Declaring constitutional challenges to certain provisions of the Minnesota Corporate Take-Overs Act nonjusticiable

    Cardiff Acquisitions, Inc., and Cardiff Equities Corporation (Cardiff) appeal from a district court order dismissing Cardiff's complaint requesting preliminary and permanent injunctive relief preventing the Commissioner of Commerce, the Attorney General, and the Conwed Corporation from enforcing the Minnesota Corporate Take-Overs Act, 1984 Minn. Laws ch. 488, to be codified as Minn.Stat.Ann. chs. 80B and 302A. The district court held that the Act does not violate either the commerce or the supremacy clause of the United States Constitution. It reasoned that the Minnesota Take-Overs Act does not directly regulate interstate commerce, because "its scope is limited to Minnesota shareholders of companies that have a substantial nexus with the state [and] Minnesota claims no right under the statute to suspend the effect of a tender offer with regard to shareholders outside of Minnesota." Cardiff Acquisitions, Inc. v. Hatch, 597 F. Supp. 1493, at 1497 (D.Minn. 1984). The district court recognized that the statute has indirect effects on interstate commerce, but it determined that these effects were outweighed by the state's legitimate interest in protecting local investors.

  2. In re McKeag

    104 B.R. 160 (Bankr. D. Minn. 1989)   Cited 11 times

    Perez v. Campbell, 402 U.S. at 649, 91 S.Ct. at 1711 (quoting Hines v. Davidowitz, 312 U.S. 52, 67, 61 S.Ct. 399, 404, 85 L.Ed. 581 (1941). See also Nash v. Florida Industrial Comm'n, 389 U.S. 235, 240, 88 S.Ct. 362, 366, 19 L.Ed.2d 438 (1967); Florida Lime Avocado Growers, Inc. v. Paul, 373 U.S. 132, 141, 83 S.Ct. 1210, 1217, 10 L.Ed.2d 248 (1963); Cardiff Acquisitions, Inc. v. Hatch, 597 F. Supp. 1493, 1498 (D.Minn.), aff'd in part and rev'd inpart, 751 F.2d 906 (8th Cir. 1984). If the statute frustrates or interferes with the full effectiveness of federal law, it is preempted and unenforceable.

  3. Cardiff Acquisitions, Inc. v. Hatch

    751 F.2d 917 (8th Cir. 1984)   Cited 2 times

    When it was initially before us, we held that the Minnesota Corporate Take-Overs Act, 1984 Minn. Laws ch. 488, to be codified as Minn.Stat.Ann. chs., 80B and 302A, was not, for the most part, facially unconstitutional and that the Commerce Commission of the State of Minnesota could require disclosures in addition to those required under the Williams Act, 15 U.S.C. ยง 78m(d)-(e) and 78n(d)-(f) (1982), so long as the disclosures are purely factual and not judgmental in nature, are not inconsistent with the Williams Act, and are not unduly burdensome to interstate commerce. Cardiff Acquisitions, Inc. v. Hatch, 751 F.2d 906 (8th Cir. 1984), affirming in part and reversing in part, 597 F. Supp. 1493. Applying these standards, we held that the Commissioner's decision that Cardiff failed to disclose with adequate specificity the source of its financing was not an abuse of discretion. Id. at 915.