|
 JANA
Partners release analysis of CNET networks
Significant
bylaw interpretation in decision of JANA v CNET
JANA's
Jonathan Miller offered seat, rejects offer 4.06.08
Delaware
Chancery court decision appealed
- CNET says the proxy by JANA is "costly and
disruptive"
JANA-led
group seeks seven board seats
- Propose to gain board
control by replacing two incumbent directors and
by expanding current classified eight-member board
to 13 members
-
JANA press release 1.07.08
-
Notice to CNET
12.26.07
- JANA
10.5% plus 6% non-voting economic interest
- Spark
1.7%
- Velocity
0.7%
- AIM
0.1%
- Sandell
1.5% plus 3.5% non-voting economic interest
CNET
response
- Adopts a poison
pill rights plan 1.14.08
JANA
responds to poison pill adoption
CNET
is a tech-oriented online media network
Advance
notice by-law litigation (Delaware Chancery)
- CNET by-laws prohibit
a stockholder from submitting a proposal for
consideration at an annual meeting unless that stockholder
has been a beneficial owner of at least $1,000 worth
of stock for at least one year and provides written
notice of such proposals in advance of the annual
meeting
- JANA-group claims:
"Nothing in the Delaware General Corporation
Law permits by-laws that discriminate against stockholders
in this manner."
- JANA group can't
meet this requirement, hence their seeking a Delaware
declaratory judgment
- Note: this isn't
a 14a-8 issue about proxy statement inclusion, but
rather an issue of Delaware "town hall"
annual meeting governance
JANA
and Sandell have derivative positions
- Cash-settled equity swaps on CNET shares
- An additional 6.0% economic interest for JANA;
3.45% for Sandell
- A bet that CNet's shares will rise over next
several months
- Referenced shares are not beneficially owned
13D-G
filings
Other
notable filings
- Arrangement with
Velocity
News
$1.3B
market cap
|
