Radol v. Thomas’s Empirical Analysis

Citation profile

2 federal appellate · 3 district ·

Most-quoted passages

The sentences later courts lift from this opinion, ranked by how many decisions quote each — the parts of the opinion doing the work. These counts are smaller than the citation total above because most of the 15 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.

1. “To comply with these rules, U.S. Steel and Marathon referred to the merger agreement which would be proposed if the tender offer was successful. These references were not the equivalent of solicitations for the merger which would call forth application of the full panoply of the proxy rules. The proxy rules were applicable only when the merger step of the transaction began. See Sheinberg v. Fluor Corp., 514 F.Supp. 133, 138 (S.D.N.Y.1981). Id. (footnote omitted).”

   2 later decisions quote this exact passage
   e.g. 556 F. Supp. 586 - Radol v. Thomas · Radol v. Thomas

2. “At the outset, it should be recognized that any tender offer is likely to be coercive to some degree. A shareholder is faced with a limited time in which to decide whether to accept the offered price for his shares, usually at a premium over that at which the stock, was previously trading, or decline the offer and face the attendant risks. The risk is that a substantial percentage or the majority of his fellow shareholders will find the price acceptable and tender. His retained shares may then suffer a diminution in value, or impairment as to marketability. The prospect of being “frozen out” through a subsequent merger or reverse stock split is also increased. Despite this inherent “coerciveness”, Congress has not outlawed tender offers but only sought to regulate them, primarily through mandatory disclosure provisions: Plaintiffs have not cited any case where a two-step transaction with a disparity in the consideration offered at either stage has been found to violate either § 10(b) or 14(e). On the contrary, both the case law as well as pertinent SEC Rules and Regulations appear to contemplate such pricing arrangements. In Mobil, supra, the United States Court of Appeals for the Sixth Circuit recognized that shareholders “not tendering] their shares to U.S. Steel would ... risk being relegated to the ‘back end’ of U.S. Steel’s takeover proposal and only receive $90 per share,” and yet extended the offer as part of the relief granted. In a similar vein, SEC Rule 13e-3 provid”

   1 later decision quote this exact passage
   e.g. 549 F. Supp. 623 - Martin Marietta Corp. v. Bendix Corp.

3. “a tender offer and merger are distinct acts with separate consequences toward which the securities laws and SEC Rules are directed in their regulatory schemes,”

   1 later decision quote this exact passage
   e.g. Radol v. Thomas