Rondeau v. Mosinee Paper Corporation

Supreme Court of the United States · 1975 · Corporations

422 U.S. 49 (1975)

Updated August 22, 2026

CorporationsSecurities RegulationWilliams ActInjunctive Relief§ 13(d)Schedule 13Dirreparable harminjunction

Facts

Rondeau began purchasing Mosinee Paper stock in April 1971 and by May 17 had acquired more than 5% of the outstanding shares, triggering a duty to file Schedule 13D within 10 days. He did not timely file, continued purchasing shares, and after receiving a letter from Mosinee's board chairman on July 30, 1971, he stopped placing new orders, consulted counsel, and filed a Schedule 13D on August 25. The District Court found his violation was not willful, that he promptly complied once alerted, and that his amended filing adequately disclosed the required information. Mosinee sought to enjoin him from voting, pledging, or acquiring stock and to require divestiture, claiming harm from the delayed disclosure.

Issue

Must a private plaintiff seeking injunctive relief for a past § 13(d) filing violation show irreparable harm and satisfy traditional equitable requirements? More specifically, can an injunction issue based solely on the fact of a late Schedule 13D filing after the filer has come into compliance?

Rule

In a private action under § 13(d) of the Securities Exchange Act, injunctive relief is governed by traditional equitable principles. A plaintiff must show irreparable harm and the usual prerequisites for extraordinary equitable relief; the mere fact of a past Williams Act violation does not by itself justify an injunction, especially where compliance has occurred and there is no cognizable danger of recurrent violation.

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Elena Park, a real-estate investor in Portland, acquired 6.2% of Cascade Fiber Holdings, a publicly traded Oregon manufacturer. She filed her Schedule 13D seven weeks late after outside counsel alerted her to the requirement, and the amended filing fully disclosed her holdings, funding sources, and investment purpose; she has made no tender offer and has stopped buying additional shares. Cascade Fiber sues to bar her from voting the shares for three years.

How should a federal court most likely rule on Cascade Fiber's request for an injunction?

Explanation. Traditional equitable principles govern private suits seeking injunctive relief under § 13(d). The mere fact of a late filing does not itself warrant an injunction, especially where the investor has come into compliance, no tender offer is underway, and there is no cognizable danger of recurrent violation. Equity is meant to deter, not punish.