Retirement Benefits and the Lucent/Alcatel Deal
As a merger between Lucent and Alcatel inches closer to completion, Lucent’s retirees worry about what may happen to their benefits. Billed as a “merger of equals,� concerns about Lucent’s retirement accounts have been a speed bump. While Lucent has nearly a $2.7 billion surplus in its three of its pension plans, it faces a ... Retirement Benefits and the Lucent/Alcatel Deal
Google files to sell additional 5.3 million shares
Taking advantage of the securities offering reforms that have been in effect since December 1, 2005, yesterday Google filed an automatic shelf registration statement on Form S-3 for the sale of an additional 5.3 million shares of its Class A Common Stock (click here). As the name implies, the registration statement went effective automatically upon ... Google files to sell additional 5.3 million shares
"Go-Shop" Provisions in Acquisition Agreements
A standard provision of an acquisition agreement is a “no-shop/no-talk.� Under this provision, the target company contractually agrees with the buyer not to solicit or talk to other buyers, even if unsolicited, regarding making a superior bid. A no-shop/no-talk is designed to protect the buyer against another buyer stealing the deal. However, the provision is ... "Go-Shop" Provisions in Acquisition Agreements
SEC Tech Measures
Today’s W$J has an article detailing tech oriented measures being pushed at the SEC by Chairman Cox. These measures include: • Offering incentives to companies to disclose financial information in a way that tags various pieces of data — such as revenue, profit margins and reserves — so that investors can compare companies against each ... SEC Tech Measures
Prince and NBA star in breach of contract/lease dispute
The Smoking Gun is reporting that Prince and Utah Jazz forward Carlos Boozer are involved in a property dispute over a leased West Hollywood mansion. Apparently, Prince performed unauthorized modifications to the property owned by the C Booz Multifamily I LLC. The suit alleges design updates including “painting the exterior of the [house] with purple ... Prince and NBA star in breach of contract/lease dispute
Venture Capital Pre-Emptive Financing
Today’s W$J has an article on venture capital “pre-emptive financing,� a term I had not heard before. As the article describes: Pre-emptive financing happens when a venture capitalist seeks out a promising start-up business and offers it money out of the blue, before the company tries to raise a second or third round of cash. ... Venture Capital Pre-Emptive Financing
Splitting CEO and Board Chair Roles
According to a recent NYT article (click here), 29% of S&P 500 companies have split their CEO and Board Chair roles, up from 21% five years ago. The reasons for doing so are varied: Some, like Disney, were forced by shareholders to decouple the roles. Others, like Dell, did so to give a hard-working president ... Splitting CEO and Board Chair Roles
NYSE Files Registration Statement
As expected, NYSE Group filed an S-1 registration statement today for the resale of shares received by former seat-holders in the NYSE/Archipelago merger that closed last week. The registration statement is for $100 million of common stock but according to this article, the amount will likely be revised upward. The NYSE will not receive any ... NYSE Files Registration Statement
Reimbursement Proposal for Short-Slate Proxy Contests
The American Federation of State, County and Municipal Employees (“AFSCMEâ€?) has submitted the following Rule 14a-8 proposal to American Express, Citigroup and Bank of New York (ht: Corporate Governance Blog): RESOLVED, that shareholders of ________ urge the board of directors (the “Board”) to amend the bylaws to provide procedures for the reimbursement of the reasonable ... Reimbursement Proposal for Short-Slate Proxy Contests
SEC to Consider Expanded Preemption of Blue Sky Registration Requirements
In 1996, Congress passed the National Securities Markets Improvement Act, which, among other things, amended Section 18 of the ’33 Act to provide that no state law, rule, regulation or order “requiring, or with respect to, registration or qualification of securities, or registration or qualification of securities transactions, shall directly or indirectly apply to a ... SEC to Consider Expanded Preemption of Blue Sky Registration Requirements
AT&T/BellSouth Merger Agreement
Click here for the AT&T/BellSouth Merger Agreement. Below are a few tidbits: AT&T agrees to keep Cingular’s headquarters in Atlanta, Georgia for at least five years post-closing. AT&T would be entitled to a bust-up fee of $1.7 billion if BellSouth withdraws for a better deal. The agreement contains typical restrictions on the parties for acquisitions, ... AT&T/BellSouth Merger Agreement
Oxley & Baker: SEC Can Exempt Small Cos. from Sarbanes-Oxley 404
According to BNA, in a 3/2/06 letter to the SEC, Reps. Oxley and Baker stated that in their view the SEC does have the authority under both Section 36(a) of the Exchange Act and Section 3(a) of SOX to exempt small companies from SOX 404 (see my post on this argument here). I guess that ... Oxley & Baker: SEC Can Exempt Small Cos. from Sarbanes-Oxley 404
