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Brascan Ltd. v. Edper Equities Ltd.

United States District Court for the Southern District of New York
477 F. Supp. 773 (S.D.N.Y. 1979)


Facts

Brascan Ltd. (Brascan) (plaintiff) was a Canadian company whose stock was traded in Canada, the United Kingdom, and the United States. Edper Equities Ltd. (Edper) (defendant) was a 5 percent shareholder in Brascan. After unsuccessfully trying to acquire Brascan, Edper sought the advice of Connacher, the president of Gordon Securities Ltd. (Gordon), on purchasing some 3 million shares of the Brascan on the American stock market to get around Canada’s regulations. Gordon contacted fifty institutional investors and fifteen individual investors with major stakes in Brascan about buying the shares at a premium of several dollars. Edper wound up buying 3.1 million shares before Canadian officials required Edper to announce that it had “no plans” to keep going. Nevertheless, Edper immediately went back to buying shares, purchasing another 3.2 million. All told Edper bought 24 percent of Brascan’s stock in just two days. Brascan sued Edper in federal court, arguing that Edper had violated § 14(e) of the Williams Act (the Act), which requires disclosures of all tender offers, and Securities and Exchange Commission (SEC) Rule 10b-5’s antifraud provision. Brascan sought divestiture of all the shares Edper had acquired.

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Holding and Reasoning (Leval, J.)

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