In this month’s column, we discuss a significant decision handed down earlier this month by the United States Court of Appeals for the Second Circuit addressing whether the Williams Act provides an issuer with a private right of action for money damages. In Hallwood Realty Partners, L.P. v. Gotham Partners, L.P.,[1]� the Second Circuit, in an opinion written by Judge Guido Calabresi and joined by Judge Jose A. Cabranes and Judge Loretta A. Preska (United States District Court for the Southern District of New York, sitting by designation), affirmed District Judge Lewis Kaplan’s order holding that �13(d) of the Securities Exchange Act does not provide an issuer with a damages remedy.[2]� The decision contains significant rulings both as to an issuer’s remedies in the face of a takeover and as to implied rights of action in general.
Facts of ‘Hallwood’
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