December 12, 2006

SDNY: Private Right of Action under Section 13(d) Available for Tender Offerors

Julie Jones of Ropes & Gray alerts us to a recent decision in which the US District Court, Southern District of New York found that tender offerors have a private right of action under Section 13(d), allowing them to seek to enjoin another party that acquired shares at a time that it had not complied with Section 13(d) (E.ON A.G. v. Acciona S.A., S.D.N.Y., No. 06 Civ. 8720 (DLC), 11/20/06). While companies and stockholders have had standing, until now, tender offerors didn’t – and needed to rely on those constituencies to bring the case. We have posted a copy of the decision in our “Schedule 13D” Practice Area.

Shareholder Access and By-Law Amendments: What to Expect Now

We have posted the transcript from our recent webcast: “Shareholder Access and By-Law Amendments: What to Expect Now.”