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Hostile Takeover Tutorial

April 29, 2008 | Filed Under Deals 

Ning chairman Marc Andreessen gives a great summary of the alternatives available if Microsoft decides to take their takeover offer of Yahoo into hostile territory.

One of the great options present to a highly successful entrepreneur like Mr. Andreessen (Netscape, Opsware) is that you can ask your favorite lawyers to work up a summary on a legal issue just for the fun of it.

He did just that, using Michael Sullivan and Ed Deibert of Howard Rice Nemerovski Canady Falk and Rabkin. They see these scenarios:

- Hostile Takeover: Microsoft moves forward with a full-fledged hostile takeover — trying to replace Yahoo’s board and/or taking its offer directly to Yahoo’s shareholders.

- Higher Offer: Microsoft raises its offer or otherwise modifies its offer terms to make them more attractive — for example, Microsoft could shift to an all-cash offer — in an attempt to make the deal happen without going fully hostile.

- Walk Away: Microsoft drops its offer and walks away; Yahoo’s stock drops to its pre-offer level of $19.18, give or take. Lots of moves and countermoves could follow: Microsoft could come back later with a lower or higher offer; Yahoo could cut a Google advertising deal to boost its revenue and margins and make itself harder to buy; Microsoft could take its $44 billion and go buy virtually every new Internet company of any consequence founded in the last 10 years; etc.

- Yahoo Caves: Yahoo’s board caves and accepts the current Microsoft offer.

- White Knight: Another bidder enters and offers Yahoo a higher price.

From a transactional fan standpoint, it’s great sport to watch a large deal that might go hostile. When I was in law school, it was the heyday of the early 1980s deal frenzy. My favorite strategy, which was playing out in real time in my Corporate Securities class: the Pac-Man defense. This one, not that one.

The GC as Chairman: Lawyer as Lightning Rod

April 22, 2008 | Filed Under GC as CEO Springboard, Governance 

As Ed Thornton notes in Legal Week, the appointment of UBS GC Peter Kurer as chairman has again stirred the debate as to whether this is a trend, or a good idea.

Given the small sample size represented by these appointments, those who point to the experience of Charles Prince at Citigroup aren’t gaining much by the comparison. Interestingly, these same commentators often fail to note the legal background of Goldman Sachs CEO Lloyd Blankfein, who seems to be doing quite well, thank you.

The amount of criticism has forced Mr. Kurer to respond (as reported in the Times Online) even framing some shareholder attacks as “discriminatory” against lawyers:

“People should judge me on actions and not concepts,” he said, denying that his lack of management experience was an impediment to running an organisation of 85,000 people.

Certain London law firm lawyers have also rallied to Mr. Kurer’s defense.

Many companies that turn to a CEO or chairman with a legal background may be highly regulated (Duke Power) depend upon IP and also regulated (Pfizer), or are in some kind of market challenge/turnaround situation (Home Depot/UBS). Some may be successful, some not so much.

Just as a legal background surely isn’t a guarantee of a CEO or board chair slot, it shouldn’t be a road block, either.

Consider also that rarely was the predecessor CEO/chairman in these situations a lawyer. But for some reason perpetuating non-lawyer leadership as a status quo is considered prudent.

Lawyers of the corporate world unite!

Real-Time Associate Pricing?

April 1, 2008 | Filed Under Law Firm Trends 

The Wired GC has learned that several money-center law firms are quietly exploring some creative ways to deal with excess associate capacity due to the economic slowdown. The first idea out of the chute: near real-time associate pricing.

Here’s what we have learned thusfar from one firm:

    >> The plan is to beta-test this approach with several key clients in a dedicated, secure extranet. The clients have signed NDAs, which the firms actually didn’t charge for.

    >> Available associates will be organized by legal subject, with short, Facebook-like profiles. As for the mechanics, “think eBay for a young JD” one insider said. Auctions of associate time will start on the hour, and last 30 minutes or less.

    >> The winning bidder gets the associate starting on the matter within 10 minutes (allowing the intrepid young barrister finish up any online Sudoku or Scrabulous and grab a cup of coffee).

    >> If the work is estimated to take less than 12 hours, the associate must finish it that day (or night).

    >> This firm also plans to leverage its global footprint by putting groups of 2-3 associates in separate timezones up for auction to allow urgent matters to be staffed 24/7 until project completion. Since these associates may actually get some sleep, the reserve price will be set lower.

    >> Clients can bid by the hour, by the project, or, in some cases, by the result (such as for fixing CEO/GC traffic tickets).

    >> In a bid to reduce costs and introduce some transparency into the process, this firm will require clients to pre-pay for the work, and then PayPal the associates on a daily basis.

    >> Any shortfall in auction proceeds from an associate’s normal salary (and firm profit) will be taken out of the individual’s PTO bank. Beyond that, a second mortgage on associate residences is an option under active consideration.

“We’ve got some world-class subprime guys who are looking forward to getting back to work,” one firm explained.

Partner auctions are not on the table at this time, according to the source. That firm is also quietly seeking a carve-out for this program from the American Lawyer for its annual profits-per-partner rankings.