News has been spreading in the cable industry about a potential merger or buyout of Time Warner Cable (TWC). Speculation surrounding the possible buyout has been fueled by interest from companies like Comcast, Charter Communications, and Cox.
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On Thursday, November 21, the U.S. Department of the Treasury (“Treasury”) announced its third major sale of General Motors (“GM”) common stock since the 2009 bailout, this time unloading 70.2 million shares. The sale, part of Treasury’s pre-defined written trading plan, further reduced Treasury’s GM holdings to 31.1 million shares, or approximately 2.2 percent of GM’s outstanding shares.
On November 7, Salix Pharmaceuticals Ltd., a leading manufacturer of gastrointestinal disorder drugs and devices announced its proposed acquisition of Santarus Inc., a specialty biopharmaceutical company. The all cash acquisition of common stock was offered at $2.6 billion at $32 dollars per stock. According to a press release obtained from the Santarus website, the $32.00 per share price represents an approximately 36% premium over Santarus’ November 6, 2013 closing price of $23.53 per share and an approximately 39% premium over Santarus’ average closing stock price for the prior 30-day trading period. The proposed transaction has been unanimously approved by both the Boards of Directors of Salix and Santarus, and it is expected that the transaction will close in the first quarter of 2014.
On November 4th, 2013, BlackBerry announced that it would forgo its plan to sell its business. Instead, the company has decided to replace its CEO Thorsten Heins and obtain a $1 billion cash injection from private placement of convertible debentures. The news was followed by another plunge of BlackBerry’s share price – it dropped 16.4% to a price of $6.49, well below the buyout price of $9 a share offered by Fairfax earlier this year. Has the former phone giant lost yet another battle?
In its new report titled “Rising Tide of Global Shareholder Activism,” the Financial Strategy and Solutions Group of Citi observes that shareholder activism has spread to companies in all sectors, of all sizes and across all geographic regions.
As the report suggests, activist hedge funds have accumulated their funds and, in order to put this financial firepower to work, are exporting their activism abroad. On the so-called “supply side” of the phenomenon, shareholder interventions are increasingly encouraged by the presence of undervalued targets with conservative financial strategies and a lack of top-line growth, dispersed share ownership, and reforms that enhance shareholder rights.
Most sellers know that preparing for a sale requires certain homework, such as cleaning up business and corporate records, and considering key employee retention arrangements. Another important way to prepare for a sale is to be ready to negotiate deal structure.
After a period of breathtaking growth, China’s biggest e-commerce company, Alibaba, has recently planned its initial public offering. Now the two major U.S. stock exchanges are ready to fight for the right to host. Though it has not been announced yet, Alibaba’s plan to raise $10 to $15 billion will likely overshadow Twitter’s highly anticipated Nov. 15 listing on the New York Stock Exchange. Relatively loose regulations in the United States, in contrast to Hong Kong’s stringent regulations, may be the fundamental factor that contributes to the biggest IPO since Facebook’s rocky debut last year.
A San Francisco-based startup has created a new financial product that may push sports betting to a new level, challenging regulators and existing law.
Fantex, Inc. wants you to buy stock in Arian Foster, the Houston Texan’s Running Back. As an investor, you can receive up to 20% of Foster’s future earnings from his playing contracts, endorsement deals, broadcasting contracts, or any other income that he receives from contracts attributed to his brand.
Due in large part to the $9.2 billion it set aside to cover mounting legal expenses, JPMorgan Chase, the nation’s largest bank, suffered its first quarterly loss under CEO Jamie Dimon. JPMorgan reported a loss of $380 million, or 17 cents per share for the third quarter, compared with a profit of $5.71 billion, or $1.40 per share just a year earlier. This cast a somber tone for the unusually humble Dimon, stating that the loss was “very painful for me personally.”
Maurer v. Maurer, 2013 NCBC 44, is a continuation of several Business Court opinions (2005 NCBC 1, 2005 NCBC 4, and 2006 NCBC 1), which involves extensive litigation between Jill L. Maurer (“Ms. Maurer”) and SlickEdit Inc., a software corporation owned by her and her husband, Joseph Clark Maurer (“Mr. Maurer”). In Maurer v. Maurer, a North Carolina superior court found that there is no special fiduciary duty in favor of one fifty percent owner against a fellow fifty percent owner who has effective control.
The allegations arose after the conversion of SlickEdit Inc., into a Subchapter “S” corporation in May 2008. Ms. Maurer and Mr. Maurer, former spouses, each held fifty percent of issued and outstanding shares in the corporation. Ms. Maurer brought individual claim action for breach of fiduciary duties against Mr. Maurer, the sole director, Chief Executive Officer, President and Corporate Secretary of SlickEdit Inc. She alleged that Mr. Maurer abused his control by operating and implementing an overall system designed to exclude her from any knowledge of or participation in corporate affairs despite her equal ownership in the corporation. The Amended Complaint included, inter alia, allegations that Ms. Maurer was precluded from voting in a fair election of directorsand that she had been denied access to details of SlickEdit’s plans, operations, and financials and other corporate books and records.
In an “unprecedented” case, the issue before the court was whether it could extend the line of appellate cases to impose a fiduciary duty in favor of one fifty percent owner against the other fifty percent owner who had effective control.