It’s useful to be reminded every now and then that shareholders don’t really “own” corporations and they certainly don’t run them. Whatever you think of Carl Icahn’s self-funded, mildly loony plan to do a leveraged-recap-via-tender-offer of Dell, his basic argument, that Dell shareholders should be able to vote to (1) do that, (2) sell the company to its founder, or (3) none of the above, in some straightforward up-or-down way, had a certain real appeal. I mean, it’s their company, let them decide to sell 100% of it for $13.88ish or 80% of it for $14ish or 0% of it for … I see $13.82ish1 … or some intermediate pair of numbers. But, nope: Read more »
There was a time in my life when I negotiated, I’m going to say, 100 confidentiality agreements in three months. I got what I thought was good at it, by which I mean I knew about a lot of issues and tricks and things and could often get the – often pretty junior – lawyer on the other side to agree to things that I thought were pretty tricky. But I know now that I couldn’t have been that good because (1) when I represented sellers I tried to get a standstill and (2) when I represented bidders I negotiated back against standstills without ever noticing that confidentiality agreements are standstills all on their own. That is tricky:
A Delaware judge on Friday blocked Martin Marietta Materials for four months from pursuing its proxy fight and hostile bid for Vulcan Materials.
Unless overturned on appeal, the halt would effectively thwart Martin Marietta’s effort to get four directors elected to Vulcan’s board at that company’s annual meeting of shareholders on June 1.
In granting an injunction, Chancellor Leo E. Strine Jr. of the Delaware Chancery Court found that Martin Marietta had breached confidentiality agreements between the two companies. While those agreements did not expressly call for a standstill between the two companies, they did prohibit Martin Marietta from using information that had been previously exchanged between the companies to decide, formulate and sell its offer and proxy challenge, he wrote.
The opinion is great – ignore the legal sections, which drag, and focus on the blow-by-blow of the MLM-VMC negotiations – and chock-full of Strinery, including “the road to true love seldom runs smooth, even for companies that make paving materials” and this: Read more »
Delaware Chancellor Leo Strine has a bright future in blogging if chancelling doesn’t work out for him. Here’s how he describes Kinder Morgan’s negotiations to buy El Paso, specifically KMI CEO Rich Kinder’s price retrade with EP CEO Doug Foshee:
Kinder said “oops, we made a mistake. We relied on a bullish set of analyst projections in order to make our bid. Our bad. Although we were tough enough to threaten going hostile, we just can’t stand by our bid.”
Instead of telling Kinder where to put his drilling equipment, Foshee backed down.
I umm … I’m pretty sure that that quote from Kinder is approximate.
Anyway, this is from Strine’s opinion refusing to block the KMI-EP merger from proceeding even though he is pretty pissed about some of the apparent conflicts of interest in the deal, including that Goldman Sachs owns almost 20% of KMI while also advising EP, that the lead GS banker owned some KMI stock that he didn’t disclose, and that Foshee negotiated the merger single-handed while also maybe thinking about possibly LBOing EP’s E&P business for his own self.
Lucrative though my current pseudoprofession is, I suspect that if Strine ever leaves the chancelling racket he’d probably prefer to try his hand at merging and/or acquiring. Certainly he is fond of dispensing tactical advice: Read more »