In 1984, The Limited, a corporation, commenced a tender offer for Carter Hawley Hale Stores, Inc. (defendant), in an attempt to obtain more than 50 percent of Carter Hawley. To prevent this from happening, Carter Hawley began to buy back its stock at market price. The Securities and Exchange Commission (plaintiff) then brought an action to obtain an injunction to prevent Carter Hawley from engaging in the buy back, alleging that it constituted a tender offer, for which Carter Hawley did not register. The district court ruled in favor of Carter Hawley. The SEC then appealed to the Ninth Circuit Court of Appeals.