Quimbee logo
DMCA.com Protection Status

Pennsylvania Avenue Funds v. Borey

No. c06-1737RAJ (2008)

Case BriefRelatedOptions
From our private database of 30,900+ case briefs...

Pennsylvania Avenue Funds v. Borey

United States District Court for the Western District of Washington

No. c06-1737RAJ (2008)

Facts

In 2005 the board of directors of WatchGuard Technologies, Inc. (WatchGuard) decided to sell the company. Vector and FP (defendants) were among the 50 companies that submitted bids to acquire WatchGuard. As of June 25, 2006, FP made a bid to pay $4.60 per share of WatchGuard, and Vector made a bid to pay $4.65 per share. Vector withdrew its bid, and FP lowered its bid to $4.25 per share. WatchGuard accepted FP’s bid. Later, Vector announced it would fund half of FP’s purchase of WatchGuard in exchange for a 50 percent interest in WatchGuard after WatchGuard merged with FP. Pennsylvania Avenue Funds (the shareholder) (plaintiff) owned shares in WatchGuard at the time of the merger. The shareholder, hoping to represent a class of shareholders, sued Vector and FP in federal court, alleging that Vector and FP had conspired to jointly acquire WatchGuard at a less-than-competitive price in violation of § 1 of the Sherman Act. To support its claim, the shareholder highlighted the fact that Vector withdrew its bid on WatchGuard, allowing FP to lower its final bid on WatchGuard before funding half of FP’s acquisition. Vector and FP filed a motion to dismiss, arguing that securities law precluded the court from deciding the case on antitrust grounds. Vector and FP also argued that the court should dismiss the case on antitrust grounds because the shareholder had failed to allege that their actions were unreasonable under a rule-of-reason analysis. To support its preclusion claim, Vector and FP argued that the Securities and Exchange Commission (SEC) had the power to regulate the disclosure of bidding agreements.

Rule of Law

Issue

Holding and Reasoning (Jones, J.)

What to do next…

  1. 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 551,000 law students since 2011. Some law schools—such as Yale, Berkeley, and Northwestern—even subscribe directly to Quimbee for all their law students.

    Unlock this case briefRead our student testimonials
  2. 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.

    Learn about our approachRead more about Quimbee

Here's why 551,000 law students have relied on our case briefs:

  • Written by law professors and practitioners, not other law students. 30,900 briefs, keyed to 984 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.

Access this case brief for FREE

With a 7-day free trial membership
Here's why 551,000 law students have relied on our case briefs:
  • Reliable - written by law professors and practitioners, not other law students
  • The right length and amount of information - includes the facts, issue, rule of law, holding and reasoning, and any concurrences and dissents
  • Access in your class - works on your mobile and tablet
  • 30,900 briefs - keyed to 984 casebooks
  • Uniform format for every case brief
  • Written in plain English - not in legalese and not just repeating the court's language
  • Massive library of related video lessons - and practice questions
  • Top-notch customer support

Access this case brief for FREE

With a 7-day free trial membership