Bookstores

Though dense, there’s some interesting (and colorful) reading in the full opinion from chancellor Strine in his Barnes & Noble poison pill ruling. He did find that lead director Michael Del Giudice is too closely tied financially and politically to Len Riggio’s money and interests to be considered an independent director. But the current committee of independent directors considering strategic alternatives does not include Del Giudice as a member. He cites a number of snippets of testimony regarding earlier tussles between Riggio and Burkle, and at one point he relates a board discussion of the poison pill plan in which […]

Ron Burkle’s Yucaipa responded to the Delaware verdict by saying it “believes no legitimate corporate purpose is served by treating the Riggios more favorably than other stockholders.” As expected, they filed their plans with the SEC to launch a campaign for shareholder votes to amend the company’s poison pill by raising the threshhold of stock accumulate from 20 percent to 30 percent before it is triggered, and vote Burkle, Stephen Bollenbach and Wheego car ceo Michael McQuary onto the board of directors. In the solicitation, Yucaipa writes: “The company has reached a crucial juncture. The Company recently announced that it […]

It’s never a surprise when a Delaware Chancery Court sides with corporate management, since business is the business of Delaware, so as expected Vice Chancellor Leo Strine rejected the case brought by Ron Burkle’s Yucaipa. Strine concluded that the poison pill “rights plan was a proportional response to the threat the company faced and was reasonably designed to prevent “a creeping acquisition without the benefit of receiving a control premium.” The chancellor also identified weaknesses and inconsistencies in the arguments made by Burkle. Particularly on the point that the poison pill made it difficult for Burkle to wager a proxy […]

It’s hard to entertain sale offers for a company while investors await a ruling on corporate governance and worry whether a well-heeled activist shareholder is mounting a proxy fight to remove the founder and chairman from the board. With the threat of an imminent proxy fight filing looming, the Barnes & Noble board is reportedly close to finalizing a peace deal with Ron Burkle’s Yucaipa that would settle his lawsuit instead of leaving it to the judge in Delaware. The expected deal as reported by the WSJ (and then the NYT and others) would add three new directors to the […]