Alison Frankel sarcastically summarizes Dish Network's latest filing in the ongoing saga of whetrher CEO and dominant shareholder Charlie Ergen should have any role in Dish' takeover bid for LightSquared, concluding:
So why are these lawyers, who purport to represent the interests of Dish minority shareholders, meddling with the company’s prospects of winning the LightSquared licenses? For the money, of course. You know how this racket works. They file their shareholder derivative suit, litigate for long enough to make themselves a nuisance, then agree to settle for some paltry consideration and a nice chunk of dough.
Or so says Dish, in briefs filed Thursday night by Dish’s board, Ergen and a special litigation committee the board appointed right before a hearing last month in Las Vegas state court on the minority shareholders’ request for expedited discovery.
I think we can all agree by now that (a) Ergen and Dish seriously breached a lot of corporate governance norms of best practice both in connection with this deal and, perhaps, other aspects of his tenure at Dish and (b) aspects of this deal stink to high heaven. But that's no reason to give the plaintiff class' sharks lawyers a free pass. Indeed, I literally laughed out loud when I read this gem in Frankel's article:
Minority shareholder counsel Mark Lebovitch of Bernstein Litowitz told me in an email that Dish’s attempt in the new briefs to shift attention to plaintiffs lawyers is mere tactics. “It’s not surprising that people struggling to justify Ergen’s and his board’s alleged breaches of the duty of loyalty are trying to change the subject,” his email said. “The fact of the matter is that we have one goal – to remedy what the former chairman of the SEC described as the Dish Board’s appalling disregard for the most basic of corporate governance norms.”
Bullshit. In fact, I think these guys ably summarized my view of that claim:
In fact, Lebovitch's main goal doubtless is to make money for himself and his firm, which will be spent to buy Democrat politicians who will block class action and securities fraud reform, so that the sharks can continue to feed on corporate America. Or has he taken this case on pro bono?
