Good News for Deal Lawyers: Carl Icahn Mulls Yahoo Proxy Fight
In a slow season for corporate deals, renowned activist investor Carl Icahn has provided some good news for mergers and acquisitions lawyers.
He reportedly has purchased as many as 50 million shares of Yahoo Inc. stock and, in the wake of Microsoft Corp.’s failed bid for the Internet giant, is mulling a possible board takeover fight, recounts the New York Times Deal Book blog. The deadline for nominating directors is Thursday.
The billionaire investor is thinking about running a proxy slate for the board, with the intention of forcing Yahoo back into negotiations with Microsoft, an unnamed source tells Reuters.
Marc Weingarten of Schulte Roth & Zabel, an attorney who has worked with Icahn on previous campaigns but isn’t involved in this one, predicts that Icahn’s new Yahoo effort could well be successful, since Microsoft probably is willing to return to the bargaining table, the news agency writes.
“The odds are pretty decent,” Weingarten says.
As discussed in an earlier ABAJournal.com post, observers noted with admiration a wily move by Skadden, Arps, Slate, Meagher & Flom, which advised Yahoo in the earlier Microsoft negotiations, that helped Yahoo win more time to consider the situation. Hence, it appears especially likely that the New York dealmeister again will be involved in any renewed negotiations.
The likely resurrection of negotiations is good news for deal lawyers, in a slow season when mergers are few and far between, but may not be as much welcomed by plaintiffs securities lawyers—the price of Yahoo stock is going up, based on the news of Icahn’s possible move, Bloomberg reports.
Bernstein Litowitz Berger & Grossman is already pursuing a case against Yahoo in Delaware’s Court of Chancery, making it the lead counsel for any further such claims, as noted in the earlier ABAJournal.com post.
Additional coverage:
Associated Press: “Yahoo facing shareholder fireworks at meeting”
Wall Street Journal (sub. req.): “Icahn Enters Microsoft-Yahoo Fray”
