Prudent Real Estate Trust v. Johncamp Realty, Inc.
United States Court of Appeals for the Second Circuit
599 F.2d 1140 (1979)
Johncamp (defendant), a close corporation controlled 80% by Campeau (with disclosed substantial financing) and 20% by Wertin, who exercised actual day-to-day control, made a premium cash tender offer for Prudent's (plaintiff) shares and filed a Schedule 14D disclosing only Campeau's financial information, marking the item for other bidders' financials "not applicable." Prudent sued to enjoin the tender offer, arguing the omission of Wertin's financial information was a material disclosure failure, and the trial court denied relief.
Whether a bidding corporation must disclose information about its financial status in connection with a cash tender offer when the information is at least arguably material and impracticable for target shareholders to obtain elsewhere.