Epstein v. MCA, Inc.
United States Court of Appeals for the Ninth Circuit
50 F.3d 644 (1995)
Matsushita acquired MCA (defendant) through a tender offer at $71 per share, while separately agreeing with MCA's chairman Wasserman, who held nearly 5 million shares, to pay him 106 percent of the tender price for his own shares if the tender offer succeeded; Matsushita completed both transactions once the tender offer closed successfully, and Epstein (plaintiff), an MCA shareholder, sued alleging this side deal violated the rule requiring equal treatment of all securities holders in a tender offer. The district court ruled for MCA.
Whether the equal treatment of securities holders rule incorporates a flexible definition of tender offer in order to achieve the objectives of said rule.