What was Ben Stein saying again?

EGL%20logo%20050907.pngHave you checked out what’s been going on this week in regard to EGL, Inc chairman and CEO Jim Crane’s proposed private equity buyout of EGL?:

Jim Crane, chief executive of EGL Inc., has a decision to make. The company’s special committee of board directors said Monday that it has determined that the latest bid for the company by an affiliate of Apollo Management LP is superior to Crane’s bid.
The New York private equity firm, through an affiliated European company, CEVA Group Plc, submitted a new bid at $43 on May 3. That is $5 a share higher than an offer accepted by the board from Crane and his partners, Centerbridge Partners LP and The Woodbridge Co. Ltd.
In March, Crane — the transportation and logistics company’s largest single shareholder — was forced to sweeten his cash offer from $36 to $38 in light of pressure from Apollo, which claimed that Crane was trying to steer the board away from its first offer.
Crane has until May 11 to respond to the special committee’s decision with a revised proposal. If no further bid is tendered, the board would then consider whether or not to terminate the existing merger agreement with Crane and accept the Apollo bid.
EGL would have to pay a $30 million termination fee to kill the current deal with Crane and his partners.
Apollo’s latest offer for EGL (NASDAQ: EAGL) puts a $1.75 billion value on the company, or about 8 percent higher than the May 2 closing price of $40.

Let’s see now. By my calculation, when Crane’s group made its original buyout proposal early this year, EGL stock was trading at $29.78. Now, four months later, Apollo is offering $43 a share, despite the fact that EGL’s financial performance was less than stellar during the 4th quarter of 2006.
And Ben Stein says that management led-private equity buyouts are bad for public company shareholders?

Bainbridge on Sarbanes-Oxley

Bainbridge%20book.jpgGiven how much this blog addresses issues relating to the Sarbanes-Oxley Act, the following announcement is timely:

[Stephen Bainbridge’s] Complete Guide to Sarbanes-Oxley is now shipping from Amazon.

Amazon’s Product Description:
Congress passed the Sarbanes-Oxley Act in response to major corporate and accounting scandals–and many consider the act to be the most significant change in corporate governance and securities regulations in the past seventy years. SOX requirements have brought about far-reaching changes for public corporations, private corporations, and nonprofits. Every manager and director should be aware of how the business landscape will be affected.
The Complete Guide to Sarbanes-Oxley answers in nontechnical language such questions as: What does SOX mean to me now? Do I have to worry about it? How much legal and accounting help do I need? What information technology requirements will I face? If you’re a business owner, you need The Complete Guide to Sarbanes-Oxley!

As SOX turns 5, this up-to-date guide gives you a complete picture of how the statute has been implemented and continues to evolve.

Given Professor Bainbridge’s insight on SOX, any attorney or auditor providing advice to public companies on corporate governance or accounting issues would be well-advised to read this book and have it handy as a reference resource.

Chesnoff strikes again

David%20Chesnoff.jpgPeter Lattman reports that my old friend, former Houstonian and current Las Vegas criminal defense lawyer extraordinaire David Chesnoff had an interesting morning this past Sunday after the De La Hoya-Mayweather fight Saturday night in Las Vegas:

Las Vegas police arrested HBO Chairman Chris Albrecht early Sunday morning for allegedly assaulting a female companion. He was taken into custody at about 3 a.m. Sunday after police reportedly saw him engaged in a physical altercation with his girlfriend outside the MGM Grand Garden Arena, where they had attended the Mayweather-De La Hoya fight, carried by HBO. Hereís the story from the WSJ.
Itís surely not the first time a powerful business executive or celebrity has found himself in Las Vegas and in need of a good lawyer. And it appears that Albrecht found one in David Chesnoff, a Sin City criminal defense attorney.
ìLike anything else, there shouldnít be a rush to judgment,î Chesnoff told the WSJ, adding that he was still ìgathering facts.î
And weíve gathered some facts on you, Mr. Chesnoff. The 51-year-old Suffolk Law grad has a roster of celebrity clients, according to a 2005 story in the Review-Journal (link unavailable). Chesnoff has reportedly developed a something of a sub-specialty in shotgun Las Vegas weddings, helping Britney Spears annul her 55-hour marriage back in 2004 and representing Nicky Hilton in her attempt to maintain control of her wedding photos. He was also part of a team of lawyers that unsuccessfully argued Martha Stewartís appeal, and described the domestic doyenne as an old friend. Finally, befitting a Las Vegas lawyer, Chesnoff plays professional poker.

As you might expect, just listening to David’s stories during our periodic golf games is quite entertaining. ;^)