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Securities and Exchange Commission v. Carter Hawley Hale Stores, Inc.
Court of Appeals for the Ninth Circuit (1985) | 760 F.2d 945; 1985 U.S. App. LEXIS 31148
TL;DR: A target company rapidly repurchased over 50% of its own stock on the open market to defeat a hostile tender offer. The court held this defensive maneuver was not a "tender offer" itself, as it lacked the key elements of solicitation and pressure.
Legal Significance: This case established the influential eight-factor *Wellman* test as the primary standard in the Ninth Circuit for determining whether a stock repurchase program, particularly a defensive one, constitutes a "tender offer" under the Williams Act, rejecting a broader, more subjective test.