Buyouts

Lawson Software Update

March 30, 2011

I recently posted about the “takeunder” proposal to the Lawson Software board of directors.  This article from Bloomberg shows that the current proposal undervalues Lawson, but Oracle Corp. may come in and trump the current proposal. Still, it looks as though bidders are undervaluing Lawson.  Something for shareholders to hang their hats on when the inevitable […]

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Del Monte Merger Update

March 25, 2011

After posting a couple times about the Del Monte deal, the Delaware Corporate and Commercial Litigation Blog noticed and wrote a great article about how the merger was briefly halted because of the shenanigans involving the investment bankers, as explained here.

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Mentor Graphics Board Adopts a Different Takeover Mechanism

March 24, 2011

I’ve posted (a bunch) about poison pill provisions as a defense to corporate takeovers.  As the NY Times Dealbook reports, Mentor Graphics, on the other hand, is trying to subvert a takeover from Carl Icahn in a different manner.  Specifically, Icahn is trying to nominate directors that he can control over the directors that are […]

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Family Dollar Could Be a Hostile Takeover Target

March 17, 2011

As I speculated here, after Family Dollar’s rejection of the Trian Group’s “inadequate” acquisition proposal, reports show that Trian may be in the mood to take an offer directly to shareholders via a hostile takeover.  This is a situation where, prior to the Airgas decision, Trian may try to challenge Family Dollar’s use of its […]

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Just Say No: Lawson Software’s Board Must Decide on Takeunder

March 14, 2011

I’ve posted plenty about poison pills and takeovers.  But recently, there have been some “takeunders.”  A takeunder is an acquisition where the buyer pays less per share than the current trading price.  The most recent example of this Lawson Software, which just received a bid that valued the company at $0.30  less than its trading […]

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Delaware Supreme Court Upholds Another “Poison Pill”

March 8, 2011

After the Airgas/Air Products poison pill was upheld, the Delaware Supreme Court’s recent decision provided even more support for for a board of directors to use a poison pill to curb a hostile takeover.  In a one-page order, the Delaware Supreme  Court affirmed Vice Chancellor Strine’s post-trial opinion in Yucaipa American Alliance Fund II, L.P. […]

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Just Say No: Family Dollar Rejects Takeover Offer

March 5, 2011

Earlier, I wrote about the “poison pill” as a defense for a hostile takeover.   The NY Times Dealbook is reporting on the precursor to a possible hostile takeover, with Family Dollar rejecting a friendly takeover bid from Nelson Peltz’s Trian Group, a hedge fund (as explained here).  Basically, Peltz contacted Family Dollar’s board with […]

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J. Crew’s Shareholders Approve the Deal: May Still Get More

March 4, 2011

So, in a previous post, I wrote about how shareholders can recover an extra “bump” when their company is getting sold.  I mentioned that J. Crew shareholders were in a good position because Institutional Shareholder Services urged shareholders to vote “no” on the transaction.  If J.Crew’s board was sufficiently concerned that the shareholders voted down […]

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Why is a Lawsuit Filed for Every Deal: J. Crew Buyout Edition

February 28, 2011

Here and here, I’ve discussed why shareholders file lawsuits to challenge every deal.  The J. Crew buyout is a case where the lawsuit may help increased the buyer’s out’s payment to shareholders.  The lawsuit, however, is much more likely to succeed when, like in the J. Crew buyout, it is paired with an Institutional Shareholder Services recommendation that […]

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What is a “Poison Pill”?

February 24, 2011

As promised, here is a post about what is referred to as a “poison pill.”  Takeover jargon is filled with fun terms like “poison pill” and “white knight” and “shark repellent.”   These terms are so colorful mostly because they describe boring contractual provisions and esoteric corporate governance concepts.  A “poison pill” is formally known as […]

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