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Epstein v. MCA, Inc.

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.)

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