The Delaware Chancellory Court issued its ruling yesterday in favor of the Walt Disney Company Board of Directors in the corporate case of the decade — i.e., the civil lawsuit over The Walt Disney Co. board’s decision to pay Michael Ovitz a rather generous severance package for essentially doing nothing during his short stay at Disney (earlier posts on the case are here, here and here). You can download a copy of the 175 page decision here and, based on a preliminary review, it appears that Larry Ribstein nailed it with his earlier prediction, which also provides excellent background on the fact and legal issues involved in the case. H’mm, I wonder if Professor Ribstein got any odds on his bet on the outcome of the decision?
As noted in this earlier post, check in at the Conglomerate blog for a discussion of the Disney decision by an outstanding group of corporate law scholars. Should be highly entertaining.
Category Archives: Business – General
The politics of charity in the world of health care
Wealthy Houston plaintiff’s lawyer John O’Quinn (earlier posts here and here) recently proposed to donate $25 million to St. Luke’s Episcopal Hospital — the largest gift in the hospital’s 50 year history — in return for renaming the hospital’s highly-recognizable medical tower the “O’Quinn Medical Tower at St. Luke’s.”
Well, the Chronicle’s Todd Ackerman, who does a fine job of staying on top of Medical Center stories, reports in this article that the St. Luke’s board’s decision to accept the donation from Mr. O’Quinn is not going over well with a number of St. Luke’s doctors:

The plan to rename the edifice after John O’Quinn in recognition of a $25 million donation by his foundation has infuriated many St. Luke’s doctors, who last week began circulating a petition against it and Monday night convened an emergency meeting of the medical executive committee.
On the Internet’s booms and busts
Rich Karlgaard is publisher of Forbes magazine and author of Life 2.0 (Crown Business, 2004). In this wonderful Wall Street Journal ($) op-ed, Mr. Kaalgaard examines the tremendous progress of the Internet over the past 20 years by pointing out that the risks taken in the booms and busts during the period are the engine of that progress. He uses the wildly over-priced Netscape IPO of 10 years ago (has it really been that long?) as one of his examples of the risk-taking that did not work out, and wryly passes along the following anecdote about one analyst’s attempt at a joke about pricing Internet companies during those exuberant times:
Analyst Bill Gurley sends out a spoof email. After noting the history of deteriorating valuation benchmarks, from cash flow, to EBIT, to EBITDA, to “price-per-click,” announces the ultimate Internet valuation benchmark: EBE, or “earnings before expenses.” Most readers don’t realize Mr. Gurley is joking.
CNOOC folds on Unocal bid
The China National Offshore Oil Corp Ltd. announced yesterday that it is abandoning its effort to acquire second-tier U.S. exploration and production company Unocal Corp, paving the way for Unocal shareholders to accept Chevron’s competing bid. Here are the previous posts on the battle over Unocal.
Chevron clearly overwhelmed CNOOC in the political arena of this takeover battle, which ended up discounting the value of CNOOC’s superior all-cash bid because of concerns over whether CNOOC could close it anytime soon. Although there will likely be much hand-wringing over the impact to Sino-American economic relations as a result of CNOOC’s failed bid, the reality is that CNOOC screwed the pooch on this one.
Dynegy continues restructuring plan with big asset sale
Houston-based Dynegy, Inc. announced yesterday that it had agreed to sell its natural-gas-processing business for $2.48 billion to Houston-based Targa Resources Inc., the energy company that private-equity firm Warburg Pincus LLC founded. As a part of the deal, Targa Resources will also acquire Dynegy’s storage, transportation, distribution, fractionation and marketing assets.
With this sale, Dynegy becomes solely a power generator that would be a prime acquisition target of other energy companies. The sale is the latest move in a restructuring plan that Dynegy undertook after the company was nearly drawn into its own reorganization case in the the bankruptcy wake of its acquisition target Enron Corp. in late 2001. Last year, Dynegy sold its Illinois Power utility to St. Louis-based Ameren Corp. for $500 million in cash and $1.8 billion in assumed debt and preferred stock.
United Airlines continues to flounder in chapter 11
In a move that almost certainly means that its bankruptcy case filed in December, 2002 will extend well into 2006, United Airlines parent UAL Corp. announced Tuesday that it was delaying the filing its plan of reorganization with the U.S. Bankruptcy Court in Chicago after various interest groups in the case opposed the plan because of its overly aggressive timetable. It is symptomatic of the disheveled financial condition of the airline indurstry that a debtor-company’s creditors — as opposed to its management — are afraid to push the company out of bankruptcy too quickly. Here are previous posts that comment on the United Airlines saga.
Interestingly, United’s labor unions — one of interest groups that bears a substantial amount of responsibility for United’s bankruptcy in the first place — is largely responsible for the delay in United filing is plan and might just tip the reorganization process in such a way to strap United when it emerges from bankruptcy. Over the past few months, a number of private-equity firms and hedge funds have expressed interest in participating in the airline’s refinancing. However, the unions — which are among United’s largest unsecured creditors — prefer not to give up the equity in a reorganized United necessary to attract such private capital. Rather, the unions support a plan that would leverage the reorganized company with debt that would be used to pay a portion of unsecured creditors’ claims. Not surprisingly, United must overcome more than a little skepticism among institutional lenders that it is a prudent investment to risk loaning money to a highly-leveraged carrier coming out of bankruptcy and attempting to compete in the fiercely competitive airline industry.
Kinder Morgan’s big Canadian deal
Houston-based pipeline operator Kinder Morgan Inc. announced a big bet Monday on the development of the Western Canadian oilfields — the purchase of Vancouver-based Terasen Inc. for $3.1 billion in stock and cash and the assumption of $2.5 billion in debt.
Terasen is the largest natural-gas operator in British Columbia and operates pipelines that connect Alberta, Canada with the Midwestern part of the U.S. and the Canadian West Coast. Kinder Morgan is paying a premium price for the company, almost 24 times Terasen’s estimated 2005 earnings.
Why you should be skeptical of stock analysts
Most readers of this blog already have a healthy skepticism of the opinions of stock analysts. But for those who don’t, please read this NY Times article on several bullish analyst opinions on that black hole of financial loss, the airline industry.
It takes a fairly fertile imagination to reconcile the following excerpt from the Times article with these recent items (here and here) on the airline industry:
[D]eep losses at Delta Air Lines do not deter Jamie Baker, an airline analyst at J. P. Morgan. He maintained an overweight rating even after Delta’s shares were pummeled last week on a fresh warning from its chief executive, Gerald Grinstein, that the airline’s cost-cutting plan was not enough to offset the impact of brutal competition. Delta lost $388 million during the second quarter, and has lost nearly $10 billion this decade.
Without building cash, and without the passage of pension reform legislation now in Congress, Delta was virtually assured of a bankruptcy filing, Mr. Baker conceded in a research note.
Nevertheless, he wrote, “Our call remains that Delta will manage to pull some liquidity strings, make one last and perhaps final run at avoiding Chapter 11, and successfully limp into 2006 while hoping for lower oil prices and improved revenue trends.”
Despite such speculation, stick with Warren Buffet’s analysis of the airline industry. After a particularly unfulfilling investment experience in airline stocks several years ago, Mr. Buffett undertook a study of the airline industry. Taking into consideration the airline industry’s cumulative finances since the day the Wright Brothers took off at Kitty Hawk in 1903, Mr. Buffet concluded that the industry has been, on the whole, utterly unprofitable. In hindsight, Mr. Buffett wryly observed that shooting down the Wright Brothers on that beach would have been a reasonable financial, if not moral, move.
Key tip on airline stocks — wait for Professor Ribstein’s proposed solution to occur before taking a flyer on any airline stock other than Southwest.
Kelo ripples hit the Cowboys stadium project
As noted in this earlier post, the U.S. Supreme Court’s recent decision in Kelo v. City of New London inevitably will have ripples, including the use of government’s eminent domain power to increase the value of privately-owned professional sports franchises at the expense of private property owners.
Thus, it is not surprising that Arlington landowners have filed the first lawsuit over the City of Arlington’s use of its eminent domain power to seize the landowners’ land for the benefit of Jerry Jones and his Dallas Cowboys stadium project. The landowners contend that the stadium project — although tacitly owned by the City — is beneficially owned and certainly controlled by Mr. Jones through a long-term ground lease, and that using the government’s eminent domain power to take private property from one person and give it to another is unconstitutional. Sounds like Kelo II, doesn’t it?
The ubiquitous Mr. Lipton
When the Walt Disney Co. board needed advice regarding Comcast’s adverse takeover offer for Disney, who did the board call?
When Richard Grasso was negotiating with the New York Stock Exchange Board regarding his compensation package, who did he call?
And when the Morgan Stanley board was considering recently departed CEO Phillip Purcell and his cohort Stephen Crawford’s controversial exit pay packages, who did the Morgan board call?
Martin Lipton, that’s who. This NY Times article profiles the longtime New York merger and acquisitions specialist, who is famous in corporate legal circles for having refined the use of the poison pill anti-takeover strategy. The article is an interesting read on one of the legal profession’s real heavyweights.
As an aside, Mr. Lipton’s place in Texas legal history was cemented back in 1985 when his testimony on behalf of his client Texaco was one of the main reasons that jurors awarded $11 billion to Pennzoil during Pennzoil’s famous lawsuit against Texaco over Pennzoil’s failed bid for Getty Oil. After filing a historic chapter 11 case to avoid paying the resulting judgment, Texaco settled the Pennzoil judgment for $3 billion in 1987, insuring Houston plaintiff’s lawyer Joe Jamail’s place among Texas’ richest lawyers.