Norlin Corp. v. Rooney, Pace Inc.

IRVING R. KAUFMAN, Circuit Judge.

Contests for corporate control have become ever more frequent phenomena on the American business scene. Waged with the intensity of military campaigns and the weaponry of seemingly bottomless bankrolls, these battles determine the destinies of large and small corporations alike. Elaborate strategies and ingenious tactics have been developed both to facilitate takeover attempts and to defend against them. Skirmishes are fought in company boardrooms, in shareholders’ meetings, and, with increasing regularity, in the courts.

The efforts of targeted management to…