EDELMAN v. FRUEHAUF CORP.

No. 86-1652.

798 F.2d 882 (1986)

Asher B. EDELMAN, Plaza Securities Company, a New York limited partnership, FH Acquisition Corporation, a Michigan corporation, FH Partners, L.P., a Delaware limited partnership, and FH Management Corporation, a Delaware corporation, Plaintiffs-Appellees, v. FRUEHAUF CORPORATION, a Michigan corporation, Jack Breslin, Donald Chamberlin, Frank Coyer, Jr., John Grace, Russell Howell, John McCabe, Thomas Reghanti, Dean Richardson, Robert Rowan, Francis Sehn, James Wilkerson, T. Neal Combs, Leon Alexander and Robert Seifert, Defendants-Appellants.

United States Court of Appeals, Sixth Circuit.

August 8, 1986.


Attorney(s) appearing for the Case

William M. Saxton, Butzel, Long, Gust, Klein & Van Zile, Detroit, Mich., Kenneth M. Kramer, argued, Shearman & Sterling, New York City, for defendants-appellants.

Carl H. von Ende, Gregory L. Curtner, Miller, Canfield, Paddock and Stone, Detroit, Mich., Martin Flumenbaum, argued, Paul, Weiss, Rifkind, Wharton & Garrison, New York City, for plaintiffs-appellees.

W. Merritt Jones, Hill, Lewis, Adams, Goodrich & Tait, Detroit, Mich., William R. Norfolk, William L. Farris, Sullivan & Cromwell, New York City, for amicus curiae.

Before MERRITT, MARTIN and GUY, Circuit Judges.


MERRITT, Circuit Judge.

In this corporate takeover case arising under the Securities Exchange Act and the Williams Act and under Michigan law governing corporate self-dealing, the District Court issued a preliminary injunction restraining the defendant directors of Fruehauf Corporation, the target corporation, from using corporate funds and from preempting the bidding in order to assist Fruehauf management in effectuating a leveraged buyout made in response to a hostile...

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