Skadden stalling tactics scare Microsoft off Yahoo
Skadden Arps Slate Meagher & Flom has picked up the plaudits after a team of lawyers from the US giant were credited with buying internet giant Yahoo more time in its ongoing takeover saga with Microsoft, writes The Recorder. Last week (3 May) Microsoft halted its three-month pursuit of Yahoo after an improved $47.5bn (£23.9bn) offer for the California-based company was turned down.
May 06, 2008 at 06:37 AM
3 minute read
Skadden Arps Slate Meagher & Flom has picked up the plaudits after a team of lawyers from the US giant were credited with buying internet giant Yahoo more time in its ongoing takeover saga with Microsoft, writes The Recorder.
Last week (3 May) Microsoft halted its three-month pursuit of Yahoo after an improved $47.5bn (£23.9bn) offer for the California-based company was turned down.
The deal broke down when Microsoft raised concerns that plans for Yahoo to outsource some of its online advertising to Google would bring "a host of regulatory and legal problems" and weaken the target's paid search advertising position.
Observers say a delaying tactic by the Skadden team, led by Palo Alto corporate partner Kenton King, was responsible for buying Yahoo time to come up with the Google deal.
On 5 March the board amended the company's bylaws to push back the deadline for nominating directors from 14 March to 10 days after the announcement of the annual stockholders meeting – stalling the threat of a proxy fight for the company. That meeting has not yet been scheduled.
King said the tactic was a rarely-used move born of the unique circumstances, commenting: "It had the advantage at the same time of giving shareholders more time and also taking some pressure off the situation. We stand ready to advise our client on whatever comes."
Wayne State University Law School professor Steven Davidoff, who writes for The New York Times' DealBook, added: "It was a small, little manoeuvre but it bought some time for Yahoo. You have to give credit to Skadden for doing that."
The move also had the advantage of giving Yahoo time without dismissing the Microsoft bid.
"That was a very wise move on their part," commented Howard Rice Nemerovski Canady Falk & Rabkin M&A partner Edward Deibert. "It didn't affect their fiduciary obligations."
However, the proposed Google deal could itself come under scrutiny from antitrust authorities, with Berkeley School of Law professor Eric Talley warning that Microsoft could go after Google for interfering with the deal to preserve its market position in search.
King – who was also able to work on a smaller deal for Yahoo and Liberty Mutual Group's $6.2bn purchase of Safeco during the three-month Microsoft saga – said he was now reacquainting himself with his other obligations.
"I'm trying to catch up with other clients," he said.
The Recorder is a US sister title of Legal Week.
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