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.

Business Economics & Finance: Using MATLAB, GIS, and Simulation Models

Patrick L. Anderson

Takes theoretical advances in economics and finance and applies them to the real world.

Business and Brand Valuation Assessment: Leading Brewer and Importer


A leading importer and brewer of top-selling beer brands from Europe, Canada, and Mexico, asked for Anderson Economic Group to provide an analysis of a Nevada-based distributor’s valuation claims, and to help determine the information needed to prepare a complete valuation report.

Our report evaluated the market area of a distributor, its sales patterns, and the financial statements needed to prepare an assessment of damages or valuation report. We found the distributor to be missing important information from its valuation, and worked with our client to determine the strategy needed to complete an accurate valuation or lost profit calculation. Specific attention was given to the importance of brand values in the alcoholic beverage industry.

 

Sales and Financial Analysis for Expert Report: Alcoholic Beverage Distiller and Importer

Case Study:
Sales and Financial Analysis for Expert Report
Alcoholic Beverage Distiller and Importer
 


One of the nation’s leading distillers and importers of wine and liquor, with operations across the United States, retained Anderson Economic Group when a dispute arose with a former distributor in the State of Missouri. At issue was whether the distributor’s rights under franchise law were infringed on when its contract was terminated.

Anderson Economic Group used it extensive background in market analysis and franchised retailing, along with its knowledge of the three-tiered distribution system of alcoholic beverages in the United States, to prepare an expert report for use in litigation in US District Court. The report addressed the economic basis of a franchise agreement; the common-law understanding of the rights and obligations of each party; and whether the distiller and importer had properly terminated its franchised distributor. Using advanced economic and financial techniques and a sophisticated graphical and mathematic analysis of the available sales data, we were able to provide a report showing the relevant basis for termination, based on both legal and performance grounds.

Subsequent to the provision of the report, our client was offered favorable terms for a settlement.

Business Climate Surveying: State of Wisconsin


The State of Wisconsin, as part of an effort to ensure economic growth, retained Anderson Economic Group to research the business climate through a survey of business leaders, and to prepare a report on the survey results and strategy recommendations.

AEG worked with Mitchell Research & Communications, an East Lansing, Michigan market research firm, to develop and implement a research strategy to collect qualitative and quantitative data. This included surveying nearly 400 business leaders, and collecting demographic, market, policy, and business operation data. The data was then analyzed, and strategies formulated to help the State maintain and attract employers.

The final report was presented to state policymakers, including Governor McCallum, for use in the development of a statewide plan.

AEG Principal Releases New Book – “Business Economics and Finance” now available

Business Economics & FinanceUsing Matlab, GIS, and Simulation Models Patrick L. AndersonAnderson Economic Group, Lansing, Michigan, USA The book takes recent theoretical advances in Finance and Economics and shows how they can be implemented in the real world. It presents tactics for using mathematical and simulation models to solve complex tasks of forecasting income, valuing […]

Valuations and Damages for Franchised Businesses: AEG Working Paper 2003-12 (Corrected 1/2004)

Anderson

Valuations and damages for franchised businesses, disputes between franchisees and franchisors.

Business Economics Toolbox

A toolbox containing MATLAB and Simulink files is available to purchasers of the book.