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Background
Textron, Inc. (Textron), is a corporation whose principal
place of business was in Providence, Rhode Island, when the
petition was filed. In early 1989, Textron acquired
substantially all of the stock of Avdel, a public limited company
organized under the laws of the United Kingdom. Avdel’s shares
were traded on the London Stock Exchange. By February 21, 1989,
Textron had acquired more than 95 percent of Avdel’s stock.
On February 21, 1989, the Federal Trade Commission (FTC)
filed a complaint in the U.S. District Court for the District of
Columbia (the District Court). The complaint sought to enjoin
Textron’s acquisition and control of Avdel and its assets until
potential restraint of trade issues could be resolved. One day
later, the District Court issued a temporary restraining order
(the TRO) providing that Textron was “temporarily restrained and
enjoined from * * * assuming or exercising any form of direction
or control over the assets or operations of Avdel”. The District
Court issued the TRO for the purposes
of assuring that Avdel will remain viable and
competitive with Textron; of maintaining the businesses
of Textron and Avdel separate from and independent of
one another; [and] of continuing the state of
competition between Textron and Avdel * * * to the same
extent as if Textron and Avdel were in all respects
separate and independent business entities.
The TRO stated, at section IV, that “All rights to exercise
voting power with respect to the Avdel shares held by Textron
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Last modified: May 25, 2011