United States Court of Appeals for the Ninth Circuit
50 F.3d 644 (1995)
Matsushita Electrical Co., Ltd. acquired MCA, Inc. (defendant) in 1990, through a tender offer for MCA stock at $71 per share. MCA’s chairman at the time, Lew Wasserman, owned nearly 5 million shares of MCA stock for which Matsushita proposed a separate, private offer. If the tender offer succeeded, Matsushita agreed to pay Wasserman 106 percent of the tender price offered for MCA. Once the tender offer period closed, Matsushita purchased Wasserman’s stock as agreed upon, as the tender offer was successful. Epstein (plaintiff) then brought suit, alleging that the deal entered into between Wasserman and Matsushita violated the “equal treatment of securities holders” rule, prohibiting tender offers that are not available to all shareholders of a corporation. The district court ruled in favor of MCA. Epstein then appealed to the Ninth Circuit Court of Appeals.
Rule of Law
Holding and Reasoning (Norris, J.)
What to do next…
Unlock this case brief with a free (no-commitment) trial membership of Quimbee.
You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 97,000 law students since 2011. Some law schools—such as Yale, Vanderbilt, Berkeley, and the University of Illinois—even subscribe directly to Quimbee for all their law students. Read our student testimonials.
Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.
Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students. Read more about Quimbee.
Here's why 221,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 14,100 briefs, keyed to 189 casebooks. Top-notch customer support.
- The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
- Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
- Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.