Proxy season is in full swing and there are at least three interesting fights going on. The Deal Professor takes a look at Bill Ackman’s fight for a spot on retailer Target’s board, Carl Icahn’s and Eastbourne Capital’s efforts to get on the board of pharma Amylin, and Della Camera Capital’s strange non-proxy effort to solicit consents to have the Enzon stockholders oust the company’s CEO.
We’ve written about Ackman and the Amylin fight before, so we’ve got some more updates, including identifying a few of the lawyers, after the jump.
Ackman is at the center of the General Growth bankruptcy, which has taken on a life of its own around here with firms being fired on the eve of filing, lenders fighting to provide DIP financing in an otherwise dead market, and trustees objecting to firms’ engagements. He lost his bid to provide the DIP financing (despite owning 25% of the company), but he hasn’t lost his way with words.
The Deal Professor called his back-and-forth with Target “pure hand-to-hand combat” and the public statements are very entertaining, even if the legal issues are somewhat mundane.
But at least we have a good idea who his lawyers are. According to the 13D, it’s Stephen Fraidin (Tufts AB ‘61, Yale LLB ‘64) and Andrew Nagel (Harvard AB ‘86, Boalt JD ‘93) of Kirkland (yes, the same firm General Growth is trying to keep using – although we speculated it was Jim Sprayregen’s return from Goldman that sparked the switch, maybe it was Ackman calling the shots).
We’re really curious who Target’s counsel was, in no small part because Ackman basically said that they couldn’t read the company’s own organizational documents correctly. Target replied that Ackman needed to read more closely. Target’s GC is Timothy Baer, but we couldn’t find much on his pre-Target employment.
This time we’re guessing incumbent management’s counsel might not be Wachtell. Why? Pershing Square’s blackberry-loving GC Roy Katzovicz is a former associate from the firm. Perhaps they cut him a break and left Target alone – as tempting as it might be to represent a client with that name, given their philosophy.
We found the Amylin bickering particularly entertaining, especially when the company said Icahn was so out of touch, he didn’t even know who the CEO he was trying to oust was. Turns out Icahn was smarter than the company thought. He did get at least two of his nominees on the board. The company, of course, spun it slightly differently,
Amylin issued its own statement that noted the election of 10 of its nominees and called the results an affirmation “that shareholders have confidence in the company’s plan to build value in 2009 and beyond.”
We also speculated on who Icahn’s lawyers might be:
Peter Samuelson of Proskauer is one of Icahn’s regular lawyers. Peter Wolfson of Sonnenschein has done a few deals for Icahn recently, but bankruptcy was involved in those cases (Westpoint Stevens and Tropicana).
Icahn has his own inhouse team, so it’s possible they kept this one for themselves. Anyone have better information? Amylin probably used Sullivan & Cromwell, which represented the company in the Delaware litigation over the poison put, although that same opinion notes that Cooley Godward was outside counsel on a 2007 notes offering.
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