U.S. Court of Appeals for the Third Circuit, 1974

Fed. Sec. L. Rep. P 94,536 Ronson Corporation v. Liquifin Aktiengesellschaft, Liquigas, S.P.A.

U.S. Court of Appeals for the Third Circuit · Decided April 19, 1974 · Kalodner, Van Dusen Weis

497 F.2d 394 (Federal Reporter, Second Series)

Counsel

Raymond L. Falls, Jr., Cahill, Gordon & Reindel, New York City, McCarter & English, Newark, N. J., for appellant., Donald J. Zoeller, Mudge, Rose, Guthrie & Alexander, New York City, Carpenter, Bennett & Morrissey, Stryker, Tams & Dill, Newark, N. J., Cravath Swaine & Moore, New York City, Hannoch, Weisman, Stern & Besser, Newark, N. J., for appellees; Robert S. Rifkind and Paul C. Saunders, New York City, Milton Kunen, Mark C. Zauderer, of Kaye, Scholer, Fierman, Hays & Handler, New York City, of counsel.

Cases that cite this one

20 later published cases cite this decision.

Clearfield Bank & Trust Co. v. Omega Financial Corp. (District Court, W.D. Pennsylvania 1999)
Horsehead Resource Development Co. v. B.U.S. Environmental Services, Inc. (District Court, S.D. New York 1996)
In re First Peoples Bank Shareholders Litigation (District Court, D. New Jersey 1988)
Weinberger v. Rio Grande Industries, Inc. (Court of Chancery of Delaware 1986)
Revlon, Inc. v. Pantry Pride, Inc. (United States District Court for the District of Delaware 1985)
Arthur Cohn, and Michael Arthur Film Productions, a Company Doing Business Under the Laws of Liechtenstein v. Richard L. Rosenfeld (9th Cir. 1984)
Warner Communications, Inc. v. Murdoch (United States District Court for the District of Delaware 1984)
Pacific Realty Trust v. Apc Investments (9th Cir. 1982)
Pacific Realty Trust v. APC Investment, Inc. (9th Cir. 1982)
Grumman Corporation v. The Ltv Corporation, Ckh Corporation, Jones & Laughlin Industries, Inc. And Vought Corporation (2d Cir. 1981)
Avnet, Inc. v. Scope Industries (District Court, S.D. New York 1980)
Unitrode Corp. v. Dynamics Corp. of America (Mass. 1980)
In re Commonwealth Oil/Tesoro Petroleum Corp. Securities Litigation (District Court, W.D. Texas 1979)
Selman Cooke v. New Mexico Junior College Board (10th Cir. 1978)
Cohen v. Ayers (District Court, N.D. Illinois 1978)
Fed. Sec. L. Rep. P 95,533 Missouri Portland Cement Company v. H. K. Porter Company, Inc. (8th Cir. 1976)
Boyertown Burial Casket Co. v. Amedco, Inc. (District Court, E.D. Pennsylvania 1976)
Wulc v. Gulf & Western Industries, Inc. (District Court, E.D. Pennsylvania 1975)
Commonwealth Oil Refining Co. v. Tesoro Petroleum Corp. (District Court, S.D. New York 1975)
McCloskey v. Epko Shoes, Inc. (District Court, E.D. Pennsylvania 1975)

This list shows which later cases cite this one. It does not say how they treated it, and no review of that has been done. Not a substitute for Shepard’s or KeyCite — verify before relying.

Opinion

OPINION OF THE COURT

PER CURIAM:

After careful review of this case, we conclude that the judgment of the district court should be affirmed. In so doing we wish to emphasize the limited nature of the roles that the district court and this court are called upon to pursue in a matter of this nature.

Briefly stated, the plaintiff has contended that the defendants have failed *395 to make adequate disclosure of certain factual data as required by the terms of the Williams Act, 15 U.S.C. §§ 78m, 78n. After a number of amendments to the tender offer were made during the course of the proceedings in the district court, the trial judge concluded that the defendants had adequately met the objections asserted by the plaintiff.

The law requires disclosure of certain basic facts to the shareholders to enable them to make an informed decision to sell or hold their stock. Obviously, that choice is a matter of individual judgment. In no way should our action be taken as approval or disapproval of the tender offer, or of the wisdom of acceptance or rejection by the shareholders. Such functions are not entrusted to the courts.

We recognize that in a case of this nature involving as it does the extremely complex relationships between numerous foreign corporations and individuals, there may be practical problems connected with the production of important information. Generally the burden of proof is on the plaintiff. However, in some circumstances the burden of going forward with the evidence may shift so as to make it necessary that the principal controlling individual of a foreign entity making the tender offer should be called to testify in person before the trial court. Similarly, broad discovery must be granted in this type of case to compensate for the lack of available data subject to the subpoena powers of the court. Our review of the district court’s rulings in meeting those situations here does not disclose error.

The judgment of the district court will be affirmed. 1 The mandate or certified judgment in lieu of mandate shall issue forthwith.

. The motion by appellees for enforcement of the February 15, 1974 Order of this Court and the motion by appellant to supplement the record filed March 15, 1974 and related papers later filed are denied as moot, in view of the agreement of counsel, stated during oral argument, that the dispute underlying such motions would be resolved by counsel.

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