with whom Justice Blackmun and Justice Stevens join as to Part II, dissenting.
The majority today upholds Indiana’s Control Share Acquisitions Chapter, a statute which will predictably foreclose completely some tender offers for stock in Indiana corporations. I disagree with the conclusion that the Chapter is neither pre-empted by the Williams Act nor in conflict with the Commerce Clause. The Chapter undermines the policy of the Williams Act by effectively preventing minority shareholders, in some circumstances, from acting in their own best interests by selling their stock. In addition, the Chapter will substantially burden the interstate market in corporate ownership, particularly if other States follow Indiana’s lead as many already have done. The Chapter, therefore, directly inhibits interstate commerce, the very economic consequences the Commerce Clause was intended to prevent. The opinion of the Court of Appeals is far more persuasive than that of the majority today, and the judgment of that court should be affirmed.
I
The Williams Act expressed Congress’ concern that individual investors be given sufficient information so that they could make an informed choice on whether to tender their stock in response to a tender offer. The problem with the approach the majority adopts today is that it equates protection of individual investors, the focus of the Williams Act, with the protection of shareholders as a group. Indiana’s Control Share Acquisitions Chapter undoubtedly helps protect the interests of a majority of the shareholders in any corporation subject to its terms, but in many instances, it will effectively prevent an individual investor from selling his stock at a premium. Indiana’s statute, therefore, does not *98“furthe[r] the federal policy of investor protection,” ante, at 83 (emphasis added), as the majority claims.
In discussing the legislative history of the Williams Act, the Court, in Piper v. Chris-Craft Industries, Inc., 430 U. S. 1 (1977), looked to the legislative history of the Williams Act and concluded that the Act was designed to protect individual investors, not management and not tender offerors: “The sponsors of this legislation were plainly sensitive to the suggestion that the measure would favor one side or the other in control contests; however, they made it clear that the legislation was designed solely to get needed information to the investor, the constant focal point of the committee hearings.” Id., at 30-31. The Court specifically noted that the Williams Act’s legislative history shows that Congress recognized that some “takeover bids . . . often serve a useful function.” Id., at 30. As quoted by the majority, ante, at 82, the basic purpose of the Williams Act is “ ‘placing] investors on an equal footing with the takeover bidder.’ ” Piper, supra, at 30 (emphasis added).
The Control Share Acquisitions Chapter, by design, will frustrate individual investment decisions. Concededly, the Control Share Acquisitions Chapter allows the majority of a corporation’s shareholders to block a tender offer and thereby thwart the desires of an individual investor to sell his stock. In the context of discussing how the Chapter can be used to deal with the coercive aspects of some tender offers, the majority states: “In such a situation under the Indiana Act, the shareholders as a group, acting in the corporation’s best interest, could reject the offer, although individual shareholders might be inclined to accept it.” Ante, at 83. I do not dispute that the Chapter provides additional protection for Indiana corporations, particularly in helping those corporations maintain the status quo. But it is clear to me that Indiana’s scheme conflicts with the Williams Act’s careful balance, which was intended to protect individual investors and permit them to decide whether it is in their best interests *99to tender their stock. As noted by the plurality in MITE, “Congress ... did not want to deny shareholders ‘the opportunities which result from the competitive bidding for a block of stock of a given company,’ namely, the opportunity to sell shares for a premium over their market price. 113 Cong. Rec. 24666 (1967) (remarks of Sen. Javits).” Edgar v. MITE Corp., 457 U. S. 624, 633, n. 9 (1982).
The majority claims that if the Williams Act pre-empts Indiana’s Control Share Acquisitions Chapter, it also pre-empts a number of other corporate-control provisions such as cumulative voting or staggering the terms of directors. But this view ignores the fundamental distinction between these other corporate-control provisions and the Chapter: unlike those other provisions, the Chapter is designed to prevent certain tender offers from ever taking place. It is transactional in nature, although it is characterized by the State as involving only the voting rights of certain shares. “[T]his Court is not bound by ‘[t]he name, description or characterization given [a challenged statute] by the legislature or the courts of the State,’ but will determine for itself the practical impact of the law.” Hughes v. Oklahoma, 441 U. S. 322, 336 (1979) (quoting Lacoste v. Louisiana Dept. of Conservation, 263 U. S. 545, 550 (1924)). The Control Share Acquisitions Chapter will effectively prevent minority shareholders in some circumstances from selling their stock to a willing tender offeror. It is the practical impact of the Chapter that leads to the conclusion that it is pre-empted by the Williams Act.
II
Given the impact of the Control Share Acquisitions Chapter, it is clear that Indiana is directly regulating the purchase and sale of shares of stock in interstate commerce. Appellant CTS’ stock is traded on the New York Stock Exchange, and people from all over the country buy and sell CTS’ shares daily. Yet, under Indiana’s scheme, any prospective purchaser will be effectively precluded from purchasing CTS’ *100shares if the purchaser crosses one of the Chapter’s threshold ownership levels and a majority of CTS’ shareholders refuse to give the purchaser voting rights. This Court should not countenance such a restraint on interstate trade.
The United States, as amicus curiae, argues that Indiana’s Control Share Acquisitions Chapter “is written as a restraint on the transferability of voting rights in specified transactions, and it could not be written in any other way without changing its meaning. Since the restraint on the transfer of voting rights is a restraint on the transfer of shares, the Indiana Chapter, like the Illinois Act [in MITE\, restrains ‘transfers of stock by stockholders to a third party.’” Brief for Securities and Exchange Commission and United States as Amici Curiae 26. I agree. The majority ignores the practical impact of the Chapter in concluding that the Chapter does not violate the Commerce Clause. The Chapter is characterized as merely defining “the attributes of shares in its corporations,” ante, at 94. The majority sees the trees but not the forest.
The Commerce Clause was included in our Constitution by the Framers to prevent the very type of economic protectionism Indiana’s Control Share Acquisitions Chapter represents:
“The few simple words of the Commerce Clause — ‘The Congress shall have Power ... To regulate Commerce . . . among the several States . . .’ — reflected a central concern of the Framers that was an immediate reason for calling the Constitutional Convention: the conviction that in order to succeed, the new Union would have to avoid the tendencies toward economic Balkanization that had plagued relations among the Colonies and later among the States under the Articles of Confederation.” Hughes, supra, at 325-326.
The State of Indiana, in its brief, admits that at least one of the Chapter’s goals is to protect Indiana corporations. The State notes that the Chapter permits shareholders “to deter*101mine . . . whether [a tender offeror] will liquidate the company or remove it from the State.” Brief for Appellant in No. 86-97, p. 19. The State repeats this point later in its brief: “The Statute permits shareholders (who may also be community residents or employees or suppliers of the corporation) to determine the intentions of any offeror concerning the liquidation of the company or its possible removal from the State.” Id., at 90. A state law which permits a majority of an Indiana corporation’s stockholders to prevent individual investors, including out-of-state stockholders, from selling their stock to an out-of-state tender offeror and thereby frustrate any transfer of corporate control, is the archetype of the kind of state law that the Commerce Clause forbids.
Unlike state blue sky laws, Indiana’s Control Share Acquisitions Chapter regulates the purchase and sale of stock of Indiana corporations in interstate commerce. Indeed, as noted above, the Chapter will inevitably be used to block interstate transactions in such stock. Because the Commerce Clause protects the “interstate market” in such securities, Exxon Corp. v. Governor of Maryland, 437 U. S. 117, 127 (1978), and because the Control Share Acquisitions Chapter substantially interferes with this interstate market, the Chapter clearly conflicts with the Commerce Clause.
With all due respect, I dissent.