Winning BID

May 6, 2014

Seven months ago, Dan Loeb sent an acerbic letter to Sotheby’s, disclosing he owned 9.3% of the auction house’s shares. The Third Point hedge-fund founder demanded several board seats, cost cutting, and the CEO’s resignation.

Now, after a bitter and expensive legal battle, Sotheby’s is giving Loeb pretty much what he asked for: the company is expanding its board from 12 to 15. The three new seats will be filled by Loeb, Harry Wilson (a restructuring expert), and Olivier Reza (a former investment banker and jewelry expert). The company is dropping its poison pill, which limited Loeb to less than 10% ownership. In return, Loeb is dropping his lawsuitchallenging Sotheby’s plan. He also agreed to cap his ownership at 15% and let Sotheby’s CEO William Ruprecht stay in his job — at least for now.

The outcome makes law professor Steven Davidoff wonder why the company put up a fight against Loeb’s demands at all: “Did Sotheby’s really have to spend well over $10 million to fight off Daniel Loeb’s Third Point only to cave at the last minute to give Mr Loeb almost everything he demanded?” Davidoff cites FactSet data showing that activists win 60% of proxy contests that are voted on by shareholders. As a result, Davidoff says the best way for companies to deal with their demands is negotiate quickly, before things escalate.

Reuters’ Alison Frankel thinks the outcome should worry cosseted board members, even though Loeb lost his court case against Sotheby’s. Investors like Loeb are no longer outsiders. Dismissing their demands is tough, especially when normally mild-mannered pension funds end up agreeing with them, as happened in this case.

Matt Levine thinks “the main issue is not the poison pill but just who was going to win the vote” over the composition of the board, and Sotheby’s didn’t want to risk losing. Levine also points out that the company’s attempts to placate Loeb – by, among other things, authorizing a $450 million share buyback – failed. The board seemed to be doing what it thought an activist investor would want, rather than what Loeb asked for (Loeb never asked for a buyback.) It seems that Loeb really does want control over the strategic direction of the company. He now has something close to that. — Ben Walsh

On to today’s links:

Real estate prices are falling in areas of Brooklyn that aren’t close to Manhattan – Daniel Hertz

Sobering Reminders
Credit card debt is not about being financially irresponsible – Demos

Is monthly active users the best way to value Twitter? – Nitasha Tiku

Legitimately Good News
The radically sensible idea that’s lowering America’s massive monthly student debt payments – Matt Phillips

Why would you put brominated vegetable oil in soda? – John Coupland
“Money is a really weird thing, it turns out” – Noah Smith

It’s easy to make a lot of money if you start with even more money – Matt Levine

Billionaire Whimsy
“Hiring the right people and trusting them is incredibly underrated” – Shane Parrish

No, tech isn’t the only part of the economy that’s growing – Kevin Roose

Says Science
“Climate change is largely caused by humans, it has already affected you, and will affect you much more in the future” – PopSci

Good Internet
“Creative, driven individual seeking a lunch break longer than the allotted 30 min. Willing to stroll in late” – McSweeney’s

2013 was a great year to be a hedge fund manager – DealBook

Your Retirement Plans
The early 401(k) withdrawal is the new home equity loan – Bloomberg

Primary Sources
Bill Ackman’s presentation on Fannie/Freddie – Pershing Square
Alibaba’s IPO filing – SEC

Actually Good Questions
“What is Alibaba?” – WSJ

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