Sunday, January 13, 2008

What is CNET?

CNET Networks (Nasdaq: CNET) announced on Friday that its board has adopted a poison pill plan in order to try to thwart any unfriendly takeover.

Well, of course, they didn't announce it using the phrase "poison pill." Its a sharehlders rights plan, naturally! But if it scares off bidders who might otherwise have offered shareholders a control premium for their shares, this assertion of their rights might seem empty to some of them.

CNET's corporate website (not to be confused with their consumer website) is:
here.

They provide internet content and games under a variety of brand names. They've had a good deal of success at this, but 2007 was a very choppy year for them in terms of stock price.

At any rate, the new poison pill is a move to protect a flank, but it doesn't represent the front line in CNET management's efforts to preserve corporate autonomy. The front line is a proxy contest along with related litigation.

CNET's bylaws are confusingly written, so it isn't clear whether the activists who want to take control through proxy votes can do so in a single election or not. The board is staggered, so that one would usually answer, "not." Yet there maybe a loophole in the staggering. And there may be a loophole in the loophole.

I'll see if I can make it all clear over the next couple of days.

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