Who questions me?
The Big Guy upstairs, it seems, failed to tap His Own favored bank on the shoulder in time to prevent it from making a little whoopsie that cost a client a big fat $100 million. But rather than simply ‘fessing up to not knowing how to count shares, Goldman (allegedly) went all Nixon. And as per usual, the cover-up is worse than the crime.
The lawsuit alleges that Goldman didn’t tell Tibco once it realized Vista’s bid was underpriced, and in failing to do so tied the board’s hands at a critical moment….According to court filings in the past several weeks, a junior Vista employee told Goldman banker Scott Silverglate in an email that the deal value in the draft proxy statement was off. The Vista employee, Tyler Kellner, said the private-equity firm had used the wrong share count to make its final proposal and couldn’t “reconcile” the two sets of figures. Mr. Kellner later testified that Mr. Silverglate called him and said “we should not email on this.”
Goldman says Mr. Silverglate relayed the substance of the email in a phone call to the board’s lawyer at Wilson, Sonsini, Goodrich & Rosati PC the next day….The lawyer testified that he didn’t remember the conversation, and Tibco directors testified that the information never made it to the board.