Polaroid Corp. v. Disney

862 F.2d 987 (1988)

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Polaroid Corp. v. Disney

United States Court of Appeals for the Third Circuit
862 F.2d 987 (1988)

Facts

Polaroid Corporation (plaintiff) issued millions of shares of common stock to its Employee Stock Ownership Plan (ESOP). Shamrock Acquisition III, Inc. (Shamrock) (defendant) challenged the validity of Polaroid’s issuance to its ESOP. Separately, Shamrock issued a tender offer to purchase Polaroid common stock. Shamrock did not extend the offer to the ESOP. Shamrock justified excluding the ESOP from its offer by pointing to its pending legal challenge regarding the validity of the ESOP’s shares. Polaroid sued Shamrock, arguing that Shamrock’s exclusion of the ESOP from its tender offer violated Rule 14d-10(a) (the All Holders Rule) of the Securities and Exchange Commission (SEC). The SEC promulgated the All Holders Rule under the Williams Act. The district court did not find Shamrock to have violated the All Holders Rule but did not analyze the rule’s validity. Whether the All Holders Rule was a valid exercise of the SEC’s authority was examined on appeal.

Rule of Law

Issue

Holding and Reasoning (Becker, J.)

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