If you want to buy a company you can do it in one of two ways: you can negotiate a merger with the board, put it to a shareholder vote, and if you get above 50% then all the other shareholders are basically forced into the deal and you pay the merger price. Or you can buy shares, typically in a tender offer, and if you get above 50% then you … sort of own the company. But not exactly, because there are still other people who own 49%. And, generally speaking, those other people don’t like you.

Today some of those other people are suing Carl Icahn because (1) he owns about 80% of independent refiner CVR Energy, (2) they own about 20%, and (3) he is being kind of mean to them. Specifically, after tendering for the company and buying most of the shares at $30, he’s been taking advantage of the fact that no one really wants to be a minority shareholder in a controlled company by buying more shares at around $27.50.*

Some of those minority shareholders want to stop him doing this, claiming that “Once any genuinely independent board of directors learned of Icahn’s scheme, such a board would have adopted a poison pill to stop Icahn from making any more open market purchases unless and until the Board was able to negotiate a cash-out merger that provided the Company’s remaining shareholders with fair value.” And so they’re suing to force Icahn’s board to adopt a poison pill and prevent him from buying at market prices. That is strange: Read more »

Got an unhappy employee (or former employee) on your hands who’s decided to channel his or her anger by penning an Op-Ed in a major publication detailing egregious acts being committed at your firm and/or going to the Feds with allegations of fraud? Not sure how to handle the fallout? Why not take a page from Donald Trump’s playabook? He found himself in a similar situation with regard to Sheena Monnin, a first-year Miss Pennsylvania who “resigned her crown” over the weekend, claiming that the Miss USA pageant is “rigged.” Here’s how Don dealt with the matter and how anyone thinking about taking a more hands-on approach to dealing with disgruntled employees might too:

Threaten to sue.

“We’re going to bring a lawsuit against this girl,” Trump, who co-owns the Miss Universe Organization with NBCUniversal, told NBC’s “Today” show co-anchor Ann Curry on a phone interview; he used similar language in a phoner with George Stephanopoulos on ABC’s “Good Morning America.”

Read more »

It did not take long for plaintiffs’ lawyers to realize that there was good money to be made by complaining about the Facebook IPO – there are at least two class actions against the company and underwriters so far, not to mention other class-action lawsuits against NASDAQ for screwing up trades.

The securities-fraud lawsuits are the bigger tickets; the one filed in New York today claims $2.5bn in losses though I guess that number is down slightly today. The legal theory here is that Facebook lied in its prospectus, which would entitle buyers in the IPO to “rescission,” that is, to the right to hand their shares back to Facebook in exchange for the price they paid for them. This is a problematic theory in that the only lies that the plaintiffs point to are along the lines of: Read more »

One thing that looks pretty certain is that lawsuits over crisis-era structured credit products will be around for the rest of our natural lives, burbling around in courts and every now and again surfacing in a Reuters article with a bunch of nine-digit numbers and acronyms of defunct German banks. This is comforting, in a way, but also worrying. How many are there? What are they all about? What is the aggregate amount of liability? Who owes it? It all seems unknowable. Remember how Judge Jed Rakoff rejected that SEC/Citi MBC CDO settlement, and it got appealed, and the appeals court disagreed but it’s still kicking around? Just in the past few days, Rakoff approved a $315mm class action settlement over $16.5bn of Merrill MBS. Did you know that was happening? There’s this thing, with some banks suing the New York insurance regulators over the restructuring of a monoline that insured some structured products, which is like a derivative on a derivative on a derivative on a derivative of the mortgage mess. The supply is endless. Everyone is suing everyone about everything.

Particularly enjoyable, though, are the lawsuits against ratings agencies for rating structured products that are bopping around in federal court in New York. Here’s some news on that front: Read more »

  • 30 Apr 2012 at 1:27 PM

JPMorgan (Et Al) Sued By Occupy Wall Street

Four New York City Council members sued the city today over the handling of Occupy Wall Street protestors, claiming the police used excessive force and should be subject to an outside monitor. The city and the Police Department made false arrests and violated the free-speech rights of protestors and journalists last year, 15 people including the council members said today in a complaint in Manhattan federal court. JPMorgan Chase, Brookfield Office Properties and Mayor Michael Bloomberg are among the defendants…“Through unlawful exercises of public power and misapplication of law, the NYPD has sought to prevent and has prevented plaintiffs and other citizens from exercising certain constitutional rights, including the right to public assembly and expressive speech,” according to the complaint. [Bloomberg]

As some of you may recall, back in March, Highland Capital Management founder and CEO James Dondero testified that he is “insolvent under Texas family law, if not according to normal accounting rules,” despite a 2010 tax return showing his adjusted gross income that year to be in excess of $36 million. The reason his finances were in question was because Dondero filed for divorce in September, and how much he owes his wife Becky is currently in dispute. Becky is “seeking enforcement of a prenuptial agreement guaranteeing her half of the couple’s community property, capped at $5 million,” plus “spousal support and interim attorney fees.” James, maybe you can glean, is hoping it will be less than that and perhaps even nothing. One thing that really didn’t help his case? A drinking buddy/former employee/former friend Dondero thought had his back taking the opportunity to speak out of turn!

Patrick Daugherty, a former senior portfolio manager at Highland who quit in October, testified that he met with James Dondero for drinks last month. “He told me his plan was to get his net worth down and pay her as little as possible,” said Daugherty, who was called to the stand by Becky Dondero.

That testimony was given on March 28th. On April 11– and please, do not think we suggest this is some sort of retaliation but clearly just a mere coincidence–, this happened: Read more »

What were AIG employees doing in April 2008? Carelessly writing CDS on enormous quantities of mortgage-backed securities and (allegedly) laying the groundwork for being sued over “racist [and sizeist] taunts,” apparently. Read more »