Ackman v Lampert

Jess Eisinger's fine reporting on the Sears Canada takeover by Eddie Lampert (Long & Short, Wall Street Journal) illustrates a growing problem in United States takeovers as well.  Buyers are negotiating complicated side deals with shareholders and the side deals may violate the equal price rule of tender offers, a rule which requires that all shareholders get the same price.  I think the rule, which disallows price discrimination is a bad rule, but it is there.  [Holman W. Jenkins Jr. would excuse the violations therefore perhaps.]  We will see some United States cases on the issue as well.