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Computer Associates Deal Runs Afoul of "Best Price" Rule: The Non-Compete Agreement Paid To On-Line Software's CEO Is at Issue.

Publication: Mergers & Acquisitions Journal
Publication Date: 01-NOV-02
Format: Online
Delivery: Immediate Online Access

Article Excerpt
A recent decision penalizing an acquirer in a tender offer for paying more for some shares than others has led to a call for a more consistent legal determination of when such violations occur.

Computer Associates International Inc. got hit in September with a $10.3 million penalty because of terms of its 1991 acquisition of On-Line Software International Inc. The U.S. Court of Appeals for the Second Circuit in New York upheld a September 2000 jury decision that said the company violated the "best price" rule by paying more for the In-Line CEO's stock than it...

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