Wednesday, February 17, 2010

Three brief items

1. APD's Bid for ARG

In my entry on Tuesday, February 9, I wrote that Air Products & Chemicals (APD) had an unsolicited bid outstanding to buy a rival, Airgas Inc (ARG) and was ready to launch a proxy fight in support thereof. There have been further developments.

Airgas, which is based in Radnor, PA, is resisting its suitor, and has sued Cravath, Swaine & Moore, a venerable law firm assisting APD in this matter. If I understand the story correctly, (and that is not a sure thing), Cravath has in the recent past represented Airgas. It is now working with APD. Airgas contends that given that law firm's knowledge of their own operations, Cravath should be disqualified from this matter.

To this underlying dispute is added a jurisdictional tangle, because ARG brought its lawsuit against Cravath in a Pennsylvania state court. Meanwhile, other matters related to this unsolicited bid are before the Chancery Court in Delaware. APD sees the choice of forum as a dirty trick: “Having long known of Cravath’s work for Air Products on this matter, Airgas could have opposed Cravath’s representation of Air Products in this case by filing a motion for disqualification,” Air Products attorney Kenneth Nachbar wrote in a letter to the Delaware judge involved, "Airgas chose instead to circumvent this court’s authority and sued Air Products’ counsel, Cravath, in Pennsylvania.”

2. New book about Bill Lerach.

Readers of this blog will know the name Bill Lerach. And some may be interested in the arrival of a new book from Random House, Circle of Greed: The Spectacular Rise and Fall of the Lawyer Who Brought Corporate America to Its Knees, by Patrick Dillon and Carl Cannon.

I remember the key episode in this downfall quite well. On May 18, 2006, the US grand jury in Los Angeles indicted five named individuals (Lerach was not one of them) in a case that involved the law fim that had grown to fame as Lerach's alter ego, Milberg Weiss. The indictment had twenty counts, more than 100 pages, and a memorable detail about a piece of furniture. Apparently, partner David Bershad kept a stash of money in a safe in his office, and kept the safe inside a credenza. From here he would make the illegal payouts that were the center of the scandal.

Bershad pleaded guilty, and it appears to have been Bershad's cooperation that helped authorities zero in on what they regarded as a bigger fish, Lerach.

3. Apollo is buying Cedar Fair.

Cedar Fair is a publicly traded company, headquartered in Sandusky, Ohio, that by some measures ins the second most successful theme park operator in the world -- second, of course, to the Mouse. Cedar Fair will be acquired by Apollo Management, and taken private.

This is assuming, as everybody does, that the deal will be approved at the March 16Cedar Fair shareholders meeting.

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