AMANDA ACQUISITION CORPORATION, Plaintiff-Appellant/Cross-Appellee v. UNIVERSAL FOODS CORPORATION, et al., Defendants-Appellees/Cross-Appellants, 877 F.2d 496

Summary

Appellant, an acquisition corporation, was created for the sole purpose of acquiring a Wisconsin corporation, the shares of which were traded on the New York Stock Exchange. Appellant filed suit in the district court and sought, inter alia, a declaration that the Wisconsin anti-takeover statute, which made tender offers unattractive to potential bidders, was inconsistent with the Commerce Clause, U.S. Const. art. I, § 8, cl. 3, and was preempted by the Williams Act. The district court denied appellant's claim for relief. In affirming the district court's decision, the court explained that the Williams Act governs the conduct of tender offers, including: timing, disclosure, proration if tenders exceed what the bidder is willing to buy, and best-price rules. The court held that the Wisconsin anti-takeover statute co-existed with the Williams act; therefore, the court found that the Wisconsin statute was not preempted. Furthermore, the court explained that the Commerce Clause grants ...