May 8, 2003
Michigan federal judge in the May 1 Simon Property/Taubman Centers ruling clarified that the Taubman family is indeed barred from voting any of its shares against Simon’s takeover offer unless the Taubmans also win consent of other shareholders.
On May 8, the Michigan federal judge in the May 1 Simon Property/Taubman Centers ruling clarified that the Taubman family is indeed barred from voting any of its shares against Simon’s takeover offer unless the Taubmans also win consent of other shareholders. The second ruling within a week clarifies which group of shares would be barred from voting: the 3% that other shareholders agreed to vote with the Taubmans, or the entire 33.6% stake formed by that block and the Taubmans’ pre-existing 30.6% block. The judge found that since the Taubman family formed a group for the purpose of exercising voting power to block Simon’s bid, those shares, including the shares of Robert Taubman and shareholders with whom he entered into voting agreements, cannot be voted unless the remaining shareholders allow them to be voted. The May 8 Daily Deal online, which notes partner Richard Posen as lead counsel to Simon, reports that the clarification could result in Taubman finally falling to its hostile suitor. The Willkie team representing Simon in the action includes partners Richard Posen, John Oller, Tariq Mundiya, Steven Seidman, Bruce Montgomerie, Steven Reisberg and Robert Stebbins; associates Aaron Katzel, Scott Rose, Craig Warnke, David Carp, Michael Diaco, Nathan Race, Christina DeIasi, Margaret Mansouri, Rachel Fremmer and Duncan Williams; and legal assistant Tara Zanzinger.
