Boards win in court, but new proxy battle looms; arbitrageur has proposed bylaw to permit shareholders to trump management who 'just said no' to a takeover bid

Article Abstract:

Guy P. Wyser-Pratte, a New York arbitrageur, wants a corporate bylaw, which would override the board of director ability to turn down a hostile takeover bid. His proposal comes after two hostile bidders dropped takover fights rather than challenge judicial rulings in favor of target boards' defenses. The hostile bidders were United Dominion Industries Ltd., trying to take over Commercial Intertech Corp and the Canadian Moore Corp, trying to take over Wallace Computer Services Inc. Wyser-Pratte owns 2.3% of Wallace Computer stock. The Council of Institutional Investors and the SEC are reviewing his proposal.

Laws, regulations and rules, Corporate directors, Corporate governance, Ohio, Delaware, Tender offers (Securities), Tender offers

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SEC has no home-court advantage; survey finds that agency's ALJs side with defendants

Article Abstract:

The SEC Enforcement Division failed to persuade the agency's administrative law judges (ALJs) to order all the sanctions requested in 75% of the cases decided in 1998, according to a survey of 20 decisions done by Eugene I Goldman. This survey showed securities lawyers' assumption of a home-court advantage for SEC prosecutors to be incorrect. In one case, the ALJs even found that "prosecutorial zeal" had gotten the better of "good judgment."

Cases, United States. Securities and Exchange Commission, Judicial review of administrative acts

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