Cornerstone Research worked with a finance professor to assess allegations associated with a consulting and noncompete contract granted to the CEO of a firm being acquired via a tender offer.
Cornerstone Research worked with a finance professor to assess allegations associated with a consulting and noncompete contract granted to the CEO of a firm being acquired via a tender offer. Shareholders of the acquired firm alleged that payments under the contract were not for fulfilling the terms of the contract but were extra compensation paid by the acquirer for the shares that the CEO tendered in the takeover. They alleged that such extra compensation, offered only to the CEO, violated the “best price rule,” which states that everyone tendering shares in a tender offer must receive the same terms.
The academic expert opined that payments under the contract were reasonable given the market for entrepreneurial talent that existed at the time.
The academic expert opined that payments under the contract were reasonable given the market for entrepreneurial talent that existed at the time and the potential effects that competition from the target firm CEO might have on the newly combined entity. His opinion rested on an assessment of compensation earned by entrepreneurs and the relevant opportunities in the marketplace. The case settled.
