MAI Basic Four, Inc. (defendant) attempted to take control of Prime Computer, Inc. (plaintiff) through a tender offer for Prime’s stock. MAI’s underwriter, Drexel Burnham Lambert, Inc., who also had an interest in MAI, assisted in the tender offer. Prime brought an action against MAI, attempting to halt the tender offer. Prime claimed that Drexel must disclose certain pieces of financial information regarding its involvement with MAI because Drexel is also a bidder in the tender offer due to its interest in MAI. Prime asserted that Drexel’s interest in MAI made it a bidder because it could control MAI’s actions, and was thus involved in the tender offer. The district court ruled in favor of Prime. MAI then appealed to the First Circuit Court of Appeals.