Tag: law

Michigan Business Corporation Act Amendments: A Shareholder Rights Perspective

Other, Project Profiles, Public Policy and Economic Analysis, Strategy and Business Valuation

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.

Analysis of Michigan's Senate Bill One, 2003: SBC Communications, Inc.

Energy and Telecommunications, Project Profiles, Public Policy and Economic Analysis

Case Study:
Analysis of Michigan’s Senate Bill One, 2003
SBC Communications, Inc.

SBC Communications, Inc. is one of the nation’s largest telecommunications companies, providing local telephone and telecommunications service in many areas of the United States.

Anderson Economic Group provided a comprehensive analysis on the effects of Senate Bill One. SB1 would reduce the price the largest telephone providers could charge for local phone service by requiring them to obtain regulatory approval to charge a common line or end-user-line-charge (the EUCL). Our analysis provided an explanation of the impact of the bill on consumers, along with a comparison between this bill and the Telecommunication Act of 2000.

Our analysis was used by SBC in meetings with state lawmakers and during State Senate Committee hearings. Additionally, Patrick Anderson, Principal, testified in the hearings about the likely impact of the bill on consumers.

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Commerce Clause & Twenty-First Amendment Analysis: Midwest Beverage Distributor

Alcoholic Beverage, Expert Testimony and Litigation Economics, Project Profiles, Public Policy and Economic Analysis

Case Study:
Commerce Clause & Twenty-First Amendment Analysis
Midwest Beverage Distributor

One of the Midwest’s largest distributors of beer, wine, and spirits, serving 36,000 locations in multiple states, had a Michigan affiliate that was prevented from full participation in the Michigan spirits distribution market due to a provision in the Michigan Liquor Control Code. 

Anderson Economic Group was retained by the distributor to provide expert analysis for a suit filed against the state of Michigan. Out team prepared a preliminary report and affidavit which described how the state law was violating the Commerce Clause of the United States Constitution. The report discussed the peculiarities of the wine industry; the importance of nationally-established standards and laws in all types of commerce; and the intersection between the XXI Amendment and the Commerce Clause.

After a unsatisfactory hearing at the district court level, our client is considering an appeal, based partially on the factual record established by our report.