Dow Chemical: Official Rainmakers’ Punching Bag
Poor Dow Chemical.
Not only did the company end up having to buy Rohm and Haas at basically the same steep price it agreed to last year, but it has also become the favorite target of lawyers, bankers and maybe even judges at the Tulane Corporate Law Institute, an annual gathering of top dealmakers.
Timothy Ingrassia, head of Goldman Sachs mergers and acquisitions business in the Americas struck the first blow on Thursday morning.
”You’ve already had Dow Chemical’s unique interpretation of the merger agreement. There was never a transaction that made Apollo look better,” Ingrassia said, referring to private equity firm Apollo’s previous efforts to get out of an agreement to buy Huntsman Corp.
“Dow did make a great point which is it was inconvienient to need to close that deal. I guess that was their legal argument,” he said.
Theodore Mirvis, a partner at the law firm that represented Rohm and Haas in the case, was later met with laughter when he presented a “hypothetical” case based on the Dow deal.
And Delaware Vice Chancellor Leo Strine may have been making a veiled reference to Dow, observing that litigating to get out of a deal puts a buyer in the not enviable position of arguing that your business is in bad shape.
“From the buyer’s side, the litigation is about how badly you suck,” he said.