State Takeover and Tender Offer Regulations Post-Mite: The Maryland, Ohio, and Pennsylvania Attempts

Abstract

Following the Supreme Court's decision in Edgar v. MITE Corp., striking down portions of Illinois' takeover laws, a number of commentators predicted that state efforts to regulate takeovers could no longer be successful. However, a number of states have adopted new laws in the wake of MITE, seeking to provide a continuing role for the states in the tender offer field.

This article examines three such attempts: Maryland, Ohio and Pennsylvania. These three statutes represent a variety of approaches to the problems of takeover regulation and provide a basis for a model of constitutionally permissible state regulation. The article examines the three statutes, and concludes with a suggested analytical model for constitutional adjudication in this context.

JEL Classification: K22