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Panter v. Marshall Field & Co.

United States District Court for the Northern District of Illinois, Eastern Division

December 19, 1978

No. 78 C 537, *

Opinion

 [*719]  PRETRIAL ORDER No. 6

These consolidated cases arise from a proposed combination and tender offer by Carter Hawley Hale for the purchase of Marshall Field & Co. Carter Hawley Hale, a California based department store retailer, made overtures to Marshall Field's through Marshall Field's board of directors with respect to a possible combination as early as October 1977, and made public its desires on December 12, 1977. Resolving against such a combination, the Marshall Field's board of  [*720]  directors authorized and filed suit on behalf of Marshall Field's against Carter Hawley Hale in the United States District Court for the Northern District of Illinois alleging that acquisition of Marshall Field's by Carter Hawley Hale would violate Section 7 of the Clayton Act. Press releases and letters in opposition to a proposed combination were also issued. Ultimately, Carter Hawley Hale withdrew its bid to acquire Marshall Field's.

Plaintiffs have brought these consolidated actions as a class action against the defendant Marshall Field & Co., its directors and certain officers for alleged violations of both [**2]  state and federal law. Specifically, plaintiffs have alleged numerous violations of 15 U.S.C. § 78n(e), which provides, in pertinent part:

] It shall be unlawful for any person to make any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading, or to engage in any fraudulent, deceptive, or manipulative acts or practices, in connection with any tender offer or request or invitation for tenders, or any solicitation of security holders in opposition to or in favor of any such offer, request, or invitation,

and breaches of fiduciary duty.

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80 F.R.D. 718 *; 1978 U.S. Dist. LEXIS 7140 **; 27 Fed. R. Serv. 2d (Callaghan) 1384; Fed. Sec. L. Rep. (CCH) P96,740

Ruth PANTER, et al., Plaintiffs, v. MARSHALL FIELD & CO., et al., Defendants; RICHARD WEISS, et al., Plaintiffs, v. MARSHALL FIELD & CO., et al., Defendants; ALAN MARKOVITZ, Plaintiff, v. MARSHALL FIELD & CO., et al., Defendants; PAUL KRIENDLER, Plaintiff, v. ANGELO R. ARENA, et al., Defendants; DAVID H. GREENSTEIN, Plaintiff, v. MARSHALL FIELD & CO., et al., Defendants; RONALD EGNOR, et al., Plaintiffs, v. MARSHALL FIELD & CO., et al., Defendants; WILLIAM SALTIEL, et al., Plaintiffs, v. MARSHALL FIELD & CO., et al., Defendants; MICHAEL DE BARTOLO, Plaintiff, v. MARSHALL FIELD & CO., et al., Defendants; JOSEPH BERKE, Plaintiff, v. MARSHALL FIELD & CO., et al., Defendants

CORE TERMS

documents, attorney-client, work-product, good cause, memorandum, shareholder, advice of counsel, advice, defendants', cases, proposed acquisition, anti trust law, plaintiffs', conversation, discovery, anticipation, acquisition, stockholder, assertions, undated, reply, tender offer, consolidated, handwritten, abrogation, requesting, merger

Mergers & Acquisitions Law, Takeovers & Tender Offers, Securities Law, Postoffering & Secondary Distributions, Proxies, General Overview, Tender Offers, Civil Procedure, Discovery, Privileged Communications, Evidence, Privileges, Attorney-Client Privilege, Elements, Waiver, Class Actions, Derivative Actions, Scope, Criminal Law & Procedure, Counsel, Right to Counsel, Work Product Doctrine, Scope of Protection, Takeovers & Tender Offers, Waiver of Protections