Anderson Economic Group Work

Michigan Business Corporation Act Amendments: A Shareholder Rights Perspective

The Taubman Company is a Real Estate Investment Trust (REIT) with more than 30 premier shopping centers located in 13 states. A Michigan corporation, the Taubman Company trades on the New York Stock Exchange under the symbol “TCO.”

In late 2002 the Taubman Company became the target of a hostile takeover bid made by rival Simon Property Group (SPG). In defense, Taubman management and major shareholders announced their intent to vote their shares in opposition to the takeover. SPG claimed that this intention triggered an obscure provision of Michigan’s Control Share Acquisition Act, and a federal judge agreed, thus disenfranchising some 33.6% of TCO voting shares. However, the judge’s opinion did leave the door open for State Legislators to clarify the intent of the Act, which was originally passed to make Michigan businesses less prone to hostile takeovers.

The Taubman Company’s legal team retained Anderson Economic Group to assess the proposed and existing legislation. As part of this, Anderson Economic Group released “Michigan Business Corporation Act Amendments: A Shareholder Rights Perspective,” which was used by the Taubman Company to highlight the benefits of clarifying the law. AEG also analyzed shareholder support for the takeover offer, provided independent research on a 1998 restructuring of the Taubman Company incorrectly portrayed by SPG, and compiled information on the legislation and the related court ruling for distribution on www.AndersonEconomicGroup.com.

Additionally, AEG Principal Patrick Anderson testified at State House and Senate Committee Hearings about the need to clarify the Michigan Control Share Acquisition Act. Ultimately, this clarifying legislation became PA 181 and was passed by Michigan lawmakers, providing better protection of shareholder rights, and restoring the legislative intent of protecting Michigan Companies from hostile takeovers.