Seventh Circuit Review


Section 13(d) of the Williams Act was meant to insure that public shareholders were provided adequate information about the qualifications and intentions of third parties making cash tender offers or acquiring large blocks of shares in publicly held companies as a means to possibly contest company control. This Note discusses the cases of Edelson v. Ch’ien and Indiana National Corporation v. Rich, where the Seventh Circuit defined the scope of Section 13(d)’s implied cause of action and discussed standing to sue under the statute. In Indiana National, the Seventh Circuit took a broad stance apropos Section 13(d), allowing for expansive protection under the statute. However, in Edelson, the court restricted Section 13(d)’s scope arguing that its implied private right of action applies only in the context of a tender offer or other similar contest for control. This Note discusses the implications of the Seventh Circuit’s restriction of Section 13(d)’s implied cause of action.

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