WLR Foods, Inc. v. Tyson Foods, Inc.

861 F. Supp. 1277 (1994)

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WLR Foods, Inc. v. Tyson Foods, Inc.

United States District Court for the Western District of Virginia
861 F. Supp. 1277 (1994)

  • Written by Sharon Feldman, JD

Facts

Tyson Foods (Tyson) (defendant) launched a hostile takeover of WLR Foods, Inc. (WLR) (plaintiff). WLR sued to obtain a declaratory judgment that WLR’s defensive measures were legal. Tyson counterclaimed, alleging, among other claims, that Virginia’s anti-takeover statutes were preempted by the Williams Act under the Supremacy Clause and violated the Commerce Clause. Moving for a preliminary injunction, Tyson challenged Virginia’s (1) control-share-acquisitions act (denying voting rights to shares held by an acquiror not approved by the board); (2) affiliated-transactions act (making it difficult to merge with a Virginia corporation acquired in a tender offer for three years after the acquisition); (3) poison-pill statute (authorizing directors to issue discriminatory rights in favor of specific persons or classes); and (4) business-judgment statute (requiring directors to discharge duties in accordance with good-faith business judgment of the corporation’s best interests).

Rule of Law

Issue

Holding and Reasoning (Michael, J.)

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