Delaware Law on Shareholder Consents and Removal of Directors at Heart of InBev Bid for Anheuser-Busch
Courtesy of Wilmington lawyer Ciro Poppiti, III, Esq., a veteran of the national and international "wine and spirits" industry, I have a tip about a story in today's Wall Street Journal about the CEO of Anheuser-Bush (AB) trying to correct the record in a recent conference call with analysts and investors. This is the link to the article and what follows is the fun excerpt:
...[see the] transcript of [CEO] Busch, speaking after the operator had officially concluded the call:
Wait, wait, wait. Can I make one last statement, please? Can we correct my statement about Director removal and say we will challenge InBev's claim in their law suit that they can remove Director's without cause? I was wrong on that statement, and that is the correct answer. Thank you.
Busch's mea culpa was a reversal to what appeared a rather stunning statement earlier in the call.
An investor asked Busch if his shareholders could replace all the company's directors at their discretion, via a process known as written consent. InBev just filed suit in Delaware, hoping to verify this. Indeed, the whole $46.35 billion takeover drama may turn on this arcane but crucial legal point.
Here is a related post about it today on The Wall Street Journal's Deal Journal.
UPDATE: The Wall Street Journal highlighted my blog post here.
