Seagate Technology - Fundamentals Message Board

STOCKTALK

We've detected that you're using an ad content blocking browser plug-in or feature. Ads provide a critical source of revenue to the continued operation of Silicon Investor. We ask that you disable ad blocking while on Silicon Investor in the best interests of our community. If you are not using an ad blocker but are still receiving this message, make sure your browser's tracking protection is set to the 'standard' level.

Technology Stocks : Seagate Technology - Fundamentals

STX 304.01

+6.9%

Jan 9 9:30 AM EST

Public Reply Prvt Reply Mark as Last Read File

Previous 10 Next 10 Previous Next

To: Struggling Investor who wrote (1696)	4/7/2000 4:31:00 AM
From: Gus	Read Replies (2) of 1989

It couldn't hurt. Below is a 1998 article that offers a glimpse into the range of the powers of the SEC (Executive) in relation to the courts (Judiciary). It represents just one point on the spectrum of legal opinion and it's only tangential to what I think is the core issue of fairness here involving, on its face, one class of common shareholders morphing into four classes of shareholders based on the benefits of this transaction: 1) Insiders 2) Employees 3) Institutional shareholders 4) Individual shareholders From a common sense fairness standpoint, can two classes of shareholders merge their interests to coerce another class and disadvantage another class of shareholders when they all start out as members of the same class in terms of voting rights? One of the exquisitely subtle but coercive elements of this deal involves the well-understood scarcity of technical labor which practically precludes any takeover and radically changes the nature of the sale process. For example, does anyone really believe that the BOD/shareholders shopped this company around when, in addition to the $440 million golden handcuffs, the vesting of unearned options prior to the close of the proposed deal effectively merged the interests of the employees/shareholders with the buyout group which includes management/shareholders? I'm not a lawyer but it would seem to me that this case is in a gray area ripe for precedent-setting by the judiciary starting at the district court level. Dynamic law interpretation does not happen in a vacuum and clearly, this ultra-legalistic manner of dealmaking is a matter of of acute interest to an equity culture developing as a result of the transformation of the private pension system from defined-benefit to defined- contribution. Gus The shareholder-rights bylaw has already won an important legal victory. This came when the Securities and Exchange Commission used its Rule 14a-8 to begin requiring corporations to include rights bylaw proposals in corporate proxies. By refusing to permit companies to exclude shareholder proposals from their proxy solicitations, the SEC has set the stage for a major legal battle. This battle will come when shareholders approve a proposed shareholder-rights bylaw and the bylaw is then challenged in court by directors claiming their right to run the company has been usurped. If Delaware judges refuse to respect shareholder rights by upholding the legality of rights bylaws, institutional investors will, I predict, call on their firms to reincorporate in jurisdictions that provide stronger protection for them. Shareholder Rights Will Be Next Battleground ljextra.com

Report TOU Violation

Share This Post

Public Reply Prvt Reply Mark as Last Read File

Previous 10 Next 10 Previous Next