Legal Opinion

San Francisco Real Estate Investors v. Real Estate Investment Trust of America

Court of Appeals for the First Circuit

Decided March 9, 1983No. Nos. 82-1853, 82-1865PublishedCited by 7 opinions

1Opinion of the Court

COFFIN, Chief Judge.

This appeal concerns a struggle for control of one large company by another through a tender offer. Both the target company and the bidder are real estate investment trusts (REITs), organized pursuant to 26 U.S.C. § 856 and subject to certain constraints1 and possessing the advantage of avoiding a separate income tax on the corporate entity, a single tax being paid by shareholders on their receipt of distributions.

Plaintiff-appellant, San Francisco Real Estate Investors (SFREI), on October 28, 1982, made a tender offer of $40 a share (about $9 above the then current market…

2Cases cited20 opinions

  1. Gladstone, Realtors v. Village of BellwoodSupreme Court of the United States · 1979
  2. Edgar v. Mite Corp.Supreme Court of the United States · 1982
  3. Piper v. Chris-Craft Industries, Inc.Supreme Court of the United States · 1977
  4. Jarecki v. G. D. Searle & Co.Supreme Court of the United States · 1961
  5. Rondeau v. Mosinee Paper Corp.Supreme Court of the United States · 1975

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3Cited by7 opinions

  1. ER Holdings, Inc. v. Norton Co.District Court, D. Massachusetts · 1990
  2. Xeta, Inc. v. Atex, Inc. And Eastman Kodak CompanyCourt of Appeals for the Federal Circuit · 1988
  3. American Carriers, Inc. v. Baytree Investors, Inc.District Court, D. Kansas · 1988
  4. Mai Basic Four, Inc., and Choice Corporation v. Prime Computer, Inc.Court of Appeals for the First Circuit · 1989
  5. Capital Realty Investors Tax Exempt Fund Ltd. Partnership v. Dominium Tax Exempt Fund L.L.P.District Court, S.D. New York · 1996

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