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Piper v. Chris-Craft Industries, Inc.

United States Supreme Court

430 U.S. 1 (1977)

Relevant factsFree

Chris-Craft Industries (plaintiff) attempted a hostile takeover of Piper Aircraft (defendant) through stock purchases and tender offers, but Piper resisted through undisclosed stock issuances and an eventual competing arrangement with Bangor Punta Corporation, which ultimately won control of Piper with over 50% of its stock to Chris-Craft's 42%; along the way, the SEC warned Chris-Craft off certain open-market purchases under Rule 10b-6 but did not similarly warn Bangor before Bangor made comparable private purchases while its own offer was pending. Chris-Craft sued under Section 14(e) of the Williams Act, and after lower courts found it had standing and was owed substantial damages (ultimately over $25 million plus $10 million interest by the court of appeals), Piper appealed to the U.S. Supreme Court.

IssueFree

Whether the antifraud provisions of the Williams Act create an implied private cause of action for damages in favor of an unsuccessful tender offeror.

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