A Fight Made for Daytime Television
August 31, 2010
It's tough to read about the Ron Burkle / Barnes & Noble proxy fight without thinking the whole thing belongs on Judge Judy. I've got a pretty good idea of how it would unfold.
Judy would probably kick off the proceedings by beckoning character witness Bill Clinton to stand up and state his role. He'd quickly get booted, with Judy unconvinced that he ever held a real job.
Unshaken, Burkle would explain his case. He would cite his initial meetings with Barnes & Noble, the company’s allegedly suspect deal for Barnes & Noble College Booksellers, and then delve into other related-party transactions. In outlining his plans, Judy would cut Burkle off at his suggestion that he has no intention of acquiring the company. It’s teed up perfectly for Judy's favorite catchphrase that he shouldn’t pee on her leg and tell her it's raining.
Barnes & Noble CEO Leonard Riggio, in his defense, would stay true to the company’s 14A filing. He’d probably lead off with Burkle’s failure at Yahoo! (overseeing “the biggest missed opportunity in the history of technology M&A”), and then chip away the credentials of Burkle’s slate. Riggio would take aim at Stephen Bollenbach, in particular, explaining it was under Bollenbach’s watch as a director of Time Warner and AIG that the former completed “the worst M&A transaction in history” and the latter “needed a $180 billion taxpayer bailout to avoid destroying the world economy.”
It’s pretty heady stuff. The camera would pan out from Bollenbach, standing sheepishly beside Burkle, to reveal a bemused Petri Hawkins-Byrd, Judy’s trusted bailiff.
This case, while exciting in M&A circles, wouldn’t be worthy of the full 30 minutes. Litigation involving a never-employed deadbeat and his alleged drug-dealing older brother waits in the wings, so Judy moves it along. After the commercial break, she’d stop Burkle short as he tries to explain the injustice of Barnes & Noble's poison pill. She usually does this pretty adeptly with an anecdote about her family.
Judge Judy’s long history of case law is actually pretty consistent. Nine times out of ten, Burkle wouldn’t have a chance. She would take an instant disliking to him, which is usually grounds to rule in favor of the defense. At the same time, Judy deals with related-party cases all the time -- loans to girlfriends, gifts to kids, etc. And Riggio’s dealings on behalf of Barnes & Noble -- including lease payments, textbook purchases, shipping services, and of course that College Booksellers acquisition -- probably qualify and may not pass her smell test.
It's a bit of a wildcard, so it would probably come down to who talks out of turn the most. Either way, it would be precedent setting.
1 Comments
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