Securities and Exchange Commission v. Amster & Co.
United States District Court for the Southern District of New York
762 F. Supp 604 (1991)
Relevant factsFree
Risk-arbitrage firm LACO (whose successor, Amster & Co. (defendant), was sued) accumulated over 5% of Graphic Scanning stock and disclosed no present intent to seek control, but as Graphic later signaled it might abandon a planned liquidation, LACO discussed a possible proxy contest with another shareholder before formally amending its disclosure to state it was considering, then had decided on, a proxy fight; the SEC (plaintiff) argued LACO should have disclosed its changed intentions sooner.
IssueFree
Whether a bidder is required under § 13(d) to disclose its intention to seek control of the target corporation before it decides to take that course of action.