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Clearfield Bank and Trust Co. v. Omega Financial Corp.
United States District Court for the Western District of Pennsylvania
65 F. Supp. 2d 325, Fed. Sec. L. Rep. (CCH) ¶ 90,655 (1999)
A limited number of local shareholders owned all the unregistered stock of Clearfield Bank and Trust Company (Clearfield) (plaintiff). Omega Financial Corporation (Omega) (defendant) sent those shareholders letters that expressed interest in buying their shares. Omega followed up by holding a shareholders’ meeting and distributing sales agreements, which many shareholders signed. Omega scheduled a second shareholders’ meeting, at which Omega planned to solicit additional stock purchases. Clearfield sued Omega and petitioned for injunctive relief, alleging that Omega’s letters and agreements constituted tender offers that contained misstatements and omissions of material fact that violated § 14(e) of the Securities Exchange Act of 1934 (Exchange Act), as added by the Williams Act. Omega argued that the Williams Act did not apply to privately negotiated intrastate transactions involving unregistered stock.
Rule of Law
Holding and Reasoning (Smith, J.)
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