Attorney General v. Beta-X Corp.

302 N.W.2d 596, 103 Mich. App. 51, 1981 Mich. App. LEXIS 2673
CourtMichigan Court of Appeals
DecidedJanuary 21, 1981
DocketDocket No. 46077
StatusPublished
Cited by5 cases

This text of 302 N.W.2d 596 (Attorney General v. Beta-X Corp.) is published on Counsel Stack Legal Research, covering Michigan Court of Appeals primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Attorney General v. Beta-X Corp., 302 N.W.2d 596, 103 Mich. App. 51, 1981 Mich. App. LEXIS 2673 (Mich. Ct. App. 1981).

Opinion

M. J. Kelly, J.

Plaintiff brings this action seeking an injunction prohibiting the defendants from future violations of the Michigan take-over offers act, MCL 451.901 et seq.; MSA 21.293(1) et seq., in connection with defendants’ attempted purchase of the common capital stock of the Dearborn Bank [53]*53and Trust Company. Plaintiff also seeks a declaration that the provisions of the Michigan act do not infringe upon an area preempted by Federal legislation, sepcifically the Williams act, 15 USC 78m(d), (e), 78n(d)-(f).

On April 30, 1979, defendants published in Detroit area newspapers a notice of offer to purchase for cash 69,000 shares of common capital stock of the Dearborn Bank and Trust Company at $18 per share. Upon request, defendants furnished shareholders of the bank copies of the offer to purchase in a related letter of transmittal. The offer was to expire on May 25, 1979, at 5 p.m. The Attorney General then instituted this action under MCL 451.914(2); MSA 21.293(14)(2) to enjoin the attempted acquisition. Plaintiff’s complaint alleged that defendants failed to file a registration statement pursuant to MCL 451.905(3)(a); MSA 21.293(5)(3)(a) and that defendants’ offer did not remain open for the minimum 60-day period established in MCL 451.905(1), (2); MSA 21.293(5)(1), (2). Plaintiff also alleged that defendants had made misrepresentations or omissions of material facts, contrary to MCL 451.910(2); MSA 21.293(10)(2), by failing to state that a previous offer by William C. Roney and Company to purchase at $20 per share was refused by the bank’s stockholders and that defendants neglected to identify a February 23, 1979, offer to purchase, for $22 per share, those Dearborn Bank and Trust shares held by the Bank of the Commonwealth, which offer was subsequently refused.

On May 25, 1979, the trial court granted a temporary restraining order against purchase of Dearborn stock by defendants. In an opinion-issued July 11, 1979, the lower court dissolved its temporary order and granted a motion for sum[54]*54mary judgment in favor of defendants under GCR 1963, 117. In its opinion, the lower court found the above Michigan statutory provisions in conflict with, and hence preempted by, contrary provisions of the Williams act. We granted the plaintiff’s subsequent motion for immediate consideration to consider the validity of the Michigan statute under the Federal preemption doctrine.

Plaintiff notes that the Federal and state legislation embodies a similar legislative intent, in effect, the protection of innocent investors in the targeted corporation. Piper v Chris-Craft Industries, Inc, 430 US 1; 97 S Ct 926; 51 L Ed 2d 124 (1977), Gerber Products Co v Anderson, Clayton & Co, 76 Mich App 410; 256 NW2d 754 (1977). Due to the similar legislative intent so identified, plaintiff argues that greater investor protections of the state act are not preempted. However, merely finding similar state and Federal intent does not foreclose Federal preemption of otherwise conflicting state laws. Indiana & Michigan Power Co v Public Service Comm, 405 Mich 400, 415; 275 NW2d 450 (1979). Where state and Federal statutes have the same underlying purpose, the state law is preempted if the means chosen by the state to achieve the purpose interfere with the means chosen by Congress. In such a case, "the state policy may produce a result inconsistent with the objective of the Federal statute”. Rice v Sante Fe Elevator Corp, 331 US 218, 230; 67 S Ct 1146; 91 L Ed 1447 (1947), Indiana & Michigan Power Co, supra. See also De Canas v Bica, 424 US 351; 96 S Ct 933; 47 L Ed 2d 43 (1976).

In Great Western United Corp v Kidwell, 577 F2d 1256, 1276-1277 (CA 5, 1978), rev’d on other grounds sub nom Leroy v Great Western United Corp, 443 US 173; 99 S Ct 2710; 61 L Ed 2d 464 [55]*55(1979), the Court analyzed the Idaho take-over act under a claim of Federal preemption:

"The underlying purpose of the Williams Act is to protect investors. Piper v Chris-Craft Industries, Inc, 1977, 430 US 1, 97 S Ct 926, 51 L Ed 2d 124. Congress chose this goal in the Williams Act and adopted a distinct means of achieving it. Essentially, Congress relied upon a 'market approach’ to investor protection. The function of federal regulation is to get information to the investor by allowing both the offeror and the incumbent managers of a target company to present fully their arguments and then to let the investor decide for himself. In identical language the Senate and House Reports explained, 'This bill is designed to make the relevant facts known so that shareholders have a fair opportunity to make their decision.’ In Rondeau v Mosinee Paper Corp, 1975, 422 US 49, 58, 95 S Ct 2069, 45 L Ed 2d 12, the Supreme Court noted that Congress wanted to give each side an opportunity to express and explain its position without giving target management a weapon against take-over bids. See also, Humana, Inc v American Medicorp, Inc, SDNY 1978, 445 F Supp 613.
"The reason for this approach was congressional recognition that tender offers often benefit an investor and that a statute preventing tender offers could harm, rather than protect, investors. E.g., S Rep No. 550, 90th Cong, 1st Sess at 3 (1967) (Senate Report); HR Rep No. 1711, 90th Cong, 2d Sess at 3 (1968) (House Report); US Code Cong & Admin News 1968, p 2811.” (Footnotes omitted.)

In part due to the Idaho provision permitting advance notice to a targeted company, the Court held:

"Idaho’s statute is preempted, because the market approach to investor protection adopted by Congress and the fiduciary approach adopted by Idaho are incompatible. The Senator for whom the Williams Act is named has written, '[a]dvance notice provisions, and requirements concerning the duration of offers, the pro [56]*56rata purchases of shares, and the withdrawal rights of share holders either explicitly conflict with federal provisions on the same subjects or are obstacles to the accomplishment of objectives implicit in the federal statutes’. H. Williams, Introduction to Developments in Tender Offers for Corporate Control xix (1977).” Id., 1279.

Subsequently, courts have split on the preemption question. In Dart Industries v Conrad, 462 F Supp 1 (SD Ind, 1978), the district court found the Delaware statute preempted. See also Unitrod Corp v Dynamics Corp of America, 399 NE2d 5 (Mass, 1980), in which the Court found the Massachusetts statute’s departure from neutrality, said to be indicative of an "anti-takeover philosophy” in state legislation, constituted a principal ground for finding preemption. But see Telvest, Inc v Bradshaw, 618 F2d 1029 (CA 4, 1980), in which the Court found no specific conflict between the Federal and Virginia laws and reversed the district court’s injunction restraining enforcement of the state provision. And in AMCA International Corp v Krouse, 482 F Supp 929 (SD Ohio, 1979), the district court upheld the Ohio statute although its disclosure and pre-offer hearing requirements are not found in the Federal act.

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Cite This Page — Counsel Stack

Bluebook (online)
302 N.W.2d 596, 103 Mich. App. 51, 1981 Mich. App. LEXIS 2673, Counsel Stack Legal Research, https://law.counselstack.com/opinion/attorney-general-v-beta-x-corp-michctapp-1981.