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Refusal Fee

 
 
gollum
 
Reply Sat 3 Mar, 2007 02:41 pm
Sometimes the management of a publicly traded corporation (e.g., XYZ Corp.) will negotiate to merge with another corporation, with XYZ Corp. as the successor. The terms of the deal often provide that if XYZ Corp. does not complete the deal, it will pay a large fee to the other corporation.

The deal will then be voted on by XYZ Corp.'s stockholders who supposedly have the substantive right to approve or prevent their corporation from consummating the subject merger.

However, if the refusal fee is large, then in order to prevent the merger, XYZ Corp.'s stockholders would be hurting themselves, a pyrrhic victory.

My question is why are the managements of public companies allowed to make a farce of shareholder democracy?
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Type: Discussion • Score: 1 • Views: 1,210 • Replies: 2
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talk72000
 
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Reply Sun 4 Mar, 2007 03:08 am
The fee is probably created to stop frivolous actions.
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fishin
 
  1  
Reply Sun 4 Mar, 2007 08:32 am
Re: Refusal Fee
gollum wrote:
My question is why are the managements of public companies allowed to make a farce of shareholder democracy?


Presumably because the management of the XYZ Corp had the approval of their stockholders to seek out such a venture to begin with.

Think of it in terms of a real eastate sale. Let's say that you have a house that you own jointly with your spouse. You contact a Realtor and ask them to list/sell ift for you and you set a minimum sale price of $200,000. Both you and your wife sign the paperwork with the realtor to list the house.

The Realtor goes out and does their thing and 2 weeks later they bring you back a purchase offer from someone that wants to buy your house for $220,000. You aren't thrilled with the agreement so you work with the realtor and negotiate a better price (let's say $250,000.). Your spouse isn't involved in these negotiations. Then a week later your spouse decides they don't like the buyer and refuses to sign the closing paperwork.

Who should incurr the and costs that may have come up due to the proposed sale? Should the buyer be out any money they've spent bargining in good faith with you? or is it your responsibility to work it out with your wife to agree to the sale terms you negotiatied?
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