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WHX Corporation v. Securities and Exchange Commission

United States Court of Appeals for the District of Columbia Circuit
362 F.3d 854 (2004)


Facts

In 1997, WHX Corporation (WHX) (defendant) attempted a hostile takeover of DCA Corporation (DCA). At the time, DCA had several bylaws in place hindering an outsider’s ability to complete a successful hostile takeover. In order to change these bylaws, WHX attempted a tender offer directed only towards the owners of the shares eligible to vote at DCA’s upcoming shareholder meeting. The Securities and Exchange Commission (SEC) (plaintiff) then brought suit against WHX, alleging that it violated the All Holders Rule under § 14(d) of the Exchange Act by only making a tender offer for shares that were eligible to vote at the upcoming shareholders meeting. The SEC ruled against WHX, stating that it had created a disadvantage for shareholders ineligible for the tender offer. The SEC then issued a cease and desist order, prohibiting future violations of § 14(d) of the Exchange Act. WHX appealed to the District of Columbia Circuit Court of Appeals.

Rule of Law

Issue

Holding and Reasoning (Williams, J.)

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