To: joe who wrote (19022 ) 7/12/1998 2:23:00 PM From: blankmind Respond to of 45548
can we return usrx? Keeping current with Fred McClimans I fought the law and the lawyers won Network World 9/8/97 Don't you just love happy endings? Like in "Rocky" (the first one). Or "Field of Dreams." Or even "It's A Wonderful Life." But what about when the ending isn't quite so happy? Like in "Alien." Sure, Sigourney Weaver kills the beast. But it's hard to feel happy when you know she'll only end up drifting in space for fifty years while the film crew thinks of some way to bring the damned alien back in the all-too-inevitable sequel. With that in mind, let me present the following tale for tired network managers everywhere who glance askew with worried looks whenever another lawsuit appears involving their friendly vendor. ... Click for fairy-tale music to set the mood "Once upon a time there was a lawyer. He had a good job, but alwayswanted just a bit more in life. One day he met an investor who also had a good job, but also wanted just a bit more in life. Unfortunately for the investor, the stock he had purchased for more than $100 a share had recently fallen to the 60's as a result of increased competition and understandable market fluctuations (and a slightly over-inflated price to begin with). To make matters worse, another big company came along and bought his company for a premium above the current price - but well below the price the investor originally paid. At this point in the story, a light goes on above the lawyer's head[ding]. "Hey," the lawyer cries, "I think I might be able to help you outon this one." And he did..." Now I'm going to end the story there, because I think we all know wherethis is going. The lawyer sues the companies involved, proves that theyacted with disregard for shareholder rights, and gets the client a nicesettlement. But what if the ending is different, as in the recent case of 3Com and U.S. Robotics? As in our fairy tale, U.S. Robotics agreed to be acquired by 3Com for aprice per share that was just a tad (give or take a few dozen) pointsbelow its 52-week high. A number of investors feltthat the price per share paid by 3Com should have been either much higher or not have taken place at all. However, unlike in the story, the lawyers didn't win this one - or did they? It now looks like this case will be settled out of court after a formal settlement hearing next month. Among the original charges (paraphrased to remove the legalese): The stock swap of 1 USR share for 1.75 3Com shares undervalued USR; the merger failed to protect USR stockholders against a decline in 3Com stock; USR executives failed to disclose recent record earnings or find somebody willing to pay more for the company (and that, in any case, some poison pills made the company unattractive); and that some directors had a conflict of interest because the deal would accelerate the vesting of some of their stock options. Now for the happy ending. All of these allegations are about to bedropped. After extensive legal and financial investigation, thelitigious investors have apparently concluded that (again, legaleseremoved for brevity): They now fully understand the negotiation process of the original deal much better; The merger resulted in control of the merged company being in the hands of the free market shareholders - thus giving the market a say in the future of the company; Nobody else actually showed any interest in outbidding 3Com (unlike the 3Com acquisition of Chipcom a few years back in which Cabletron made a bit of noise - and profit - by purchasing a block of Chipcom stock); The price of 3Com (and now U.S. Robotics) stock has since risen significantly; There's a chance they would lose their case. This is good news for both the companies involved as this was, andcontinues to be, a very smart merger. And investors in both originalfirms have seen their shareholder values increase overall since theoriginal announcement. Now, about those formal settlement terms. Just what did the suin' stockholders wrangle out of 3Com? First, they got U.S. Robotics to mail out copies of its secondquarter 10-Q and a few other related documents. Second, they got.... um, that would be, well, nothing. That's it. Just a mailing. What more could they want? The ultimate reward was the increase in shareholder value they received through the merger. Less, of course, the legal fees - both the costs of their internal lawyers and the $500,000 the company has agreed to pay the shareholders' lawyers. That's right - the attorneys representing the shareholders in a suit settled out of court. The shareholders get a 10-Q, the attorneys get $500,000 (at the expense of all shareholders who will share the bill equally after it is paid from 3Com's checking account). This sort of thing seems to happen almost every time a merger is announced these days. A suit is brought, then dropped and only the attorneys get anything out of it all. I'm not against attorneys making money in a system that encourages this sort of behavior. It just feels a bit uncomfortable - especially for all the network managers who were already having enough troubles dealing with the implications of the proposed merger. Yes, occasionally a proposed merger actually gets derailed. But the vast majority of mergers are put together by by corporate directors with the same interests as the shareholders - maximizing shareholder profits - and thus are reasonably sound deals. In the case of 3Com and U.S. Robotics, now that the legal wrangling is out of the way, users should start to ask the tougher questions about technology: What about the low-budget licensing strategy for x2 56K modem technology (a good thing for users) and why won't we likely see an integrated 3Com/U.S. Robotics management tool until the end of 1998 (not a good move)? Now if you happen to be a shareholder of 3Com (U.S. Robotics) stock, and you object to the payment of $500,000 to a group of attorneysrepresenting some of your brethren, and you think that they should getpaid by the shareholders who initiated the suit, you can object in person in October, in Delaware, at the hearing. But my guess is that the the outcome wouldn't be any different, except that you'd now be paying for an airline ticket in addition to the $500,000 for somebody else's attorney.