September 29, 2011
New Master in Chancery
According to the Delaware Law Weekly, Abigail LeGrow, an associate at Potter Anderson, has been named Master in Chancery to replace Sam Glascock who was recently appointed Vice Chancellor. Ms. LeGrow is a 2004 Penn State Law grad. According to the DLW:
A master's duties will likely include mediating disputes involving the enforcement of deed covenants or restrictions, guardianships, trusts and estates, and arbitrating business disputes. Typically, a master assists the chancellor in drafting new court rules, legislation and other matters as well as other duties assigned by the chancellor.
Ms. LeGrow will be one of two Masters in Chancery.
Michael De La Merced of the Dealbook notices the URL that Oracle set up as part of the fight that Larry Ellison has been picking with H-P over its acquisition of Autonomy. Ellison says Lynch, Autonomy's CEO, pitched a deal to Oracle and Oracle passed. Lynch says that's not true. OK, so Oracle posts a copy of the pitch-book that Autonomy handed over to new Oracle President Mark Hurd:
The truth is that Mr. Lynch came to Oracle, along with his investment banker, Frank Quattrone, and met with Oracle’s head of M&A, Douglas Kehring and Oracle President Mark Hurd at 11 am on April 1, 2011. After listening to Mr. Lynch’s PowerPoint slide sales pitch to sell Autonomy to Oracle, Mr. Kehring and Mr. Hurd told Mr. Lynch that with a current market value of $6 billion, Autonomy was already extremely over-priced. The Lynch shopping visit to Oracle is easy to verify. We still have his PowerPoint slides.” (and PPT part 2)
The PPT presentation is a nice example of a pitch-book if you're looking for one to show to your M&A class. Now, why Ellison would spend so much time and energy antagonizing H-P over their acquisition of Autonomy is bit of piling on. But, I suppose it's indicative of the relationship that's existed between H-P and Oracle since the Mark Hurd firing. Another reminder that M&A is often as much about personalities as it is economics.
September 28, 2011
TransUnion on the block
Anyone who has ever taught corporate law will take a slight interest in the fact that the Pritzker family has decided to exit its investment in TransUnion. You'll remember that Pritzker's acquistion of TransUnion in the mid-1980s was litigated. Smith v Van Gorkom it was highly controversial because it held that directors who agreed to sell TransUnion were monetarily liable for violations of their duty of care. It's a great set of facts, well worth reading. But the result caused quite a stir and was the proximate cause of Delaware's adoption of 102(b)(7), exculpating directors from liability for similar future violations. Although Van Gorkom is usually taught as a duty of care case, it's best understood in the context of the development of Delaware's takeover law jurisprudence. It was decided in 1985 along with Moran and Unocal. When you think about it that way, one might be more sympathetic about where the court was trying to go. In any event, a piece of corporate law history is for sale.