No Ivory Tower Dweller, he!

I mentioned last week that SCSF Equities, a private-equity firm based in Boca Raton, Florida, now says that it wants to replace three of the members of the board of directors of Furniture Brands, of St. Louis, MO.

I also said that I'd say something more about one of their nominees for director, Alan Schwartz, a professor at Yale Law.

Their motive in having him along for the ride is clear enough -- his name gives some academic luster to their cause. "It isn't just about money, it's about the principle of the thing -- best practices in corporate governance."

His motive? Is he associated in terms of his academic career with any theory that this proxy fight might in turn illuminate?

A quick google search using his name (complicated a bit by the fact that the president and chief executive of Bear Stearns is named Alan D. Schwartz) turned up this: a paper on "Sales and Elections as Methods of Transferring Corporate Control" that argues that the Delaware Supreme Court has been transforming the market for corporate control, making hostile takeovers by sale more difficult, pushing would-be acquirers toward elections -- towards, in other words, proxy fights.

In the meantime, the challenge slate has only this morning filed some "additional definitive proxy soliciting materials" with the SEC.

The gist of the new materials: this proxy fight is about getting enough control on the board to sell the company. SCSF, the fund behind the challenge, writes: "The Company’s current Board of Directors has been acting in the best interest of all shareholders. These concerns are underscored by Furniture Brands’ continued deterioration in financial performance and the fact that Sun Capital believes the Board has failed to appropriately consider at least two credible value creating proposals to acquire the Company."

So my guess looks good. It appears that the SCSF and its affiliates (collectively "Sun Capital") are serving as the inside cat's-paw for a would-be acquirer. And they have brought Alan Schwartz into the mix -- or he has come into it -- because he is the author of a theory to the effect that the Delaware court's are forcing acquirers to use such cat's paws on the inside.

See headline for this entry now.