Greenbrier Leaders Clash Over a Pill

As long as Alan James and William Furman were in tight control of railcar maker Greenbrier Cos., there was no need for any strong defensive weaponry. But only days after their 10-year shareholder agreement expired on July 1 and they no longer were bound to vote “as one,” the board of the suddenly vulnerable company voted in a poison pill. The action only touched off more fireworks when James, Greenbrier’s chairman and the only director to oppose the shareholders rights plan, filed suit in Delaware to have it rescinded. James and Furman, president and CEO of Greenbrier, each of whom owns a 29.3% stake, had differing views of the pill. James’s lawsuit alleged that the pill abridged the board’s fiduciary duty while Furman, who pledged that Lake Oswego, Ore.-based Greenbrier would fight the complaint, maintained that directors fulfilled fiduciary obligations by providing a mechanism for equal treatment of all holders in case of an acquisition bid. The suit exposed sharp differences between the long-time business associates over the direction of the company and their own investments. In other poison pill news, Autobytel Inc. and Lawson Software Inc. installed pills in July while Digital Recorders Inc. removed its pill. Copyright 2004 Thomson Media Inc. All Rights Reserved. http://www.thomsonmedia.com http://www.majournal.com