MAI BASIC FOUR, INC., and CHOICE CORPORATION, Plaintiffs, Appellants, v. PRIME COMPUTER, INC., ET AL., Defendants, Appellees, 871 F.2d 212

Summary

A group of computer companies sought to take over a target corporation, which led to the target filing a counterclaim that alleged that the group violated the Williams Act Amendments to the Securities Exchange Act (SEA), 15 U.S.C.S. §§ 78m(d)-(e), and 78n(d)-(f), by failing to disclose in its offer to purchase sufficient information concerning the involvement, interests, and condition of its investment advisor, investor, and underwriter. The target contended that the underwriter fell under the SEA's disclosure requirements because it was in reality a "bidder." The district court agreed and granted a preliminary injunction, which the group challenged on appeal. The court affirmed the district court's findings and held that the target had met the requirements for injunctive relief. The court also determined that the information required by the district court to lift the injunction was "material."