Fiduciary Respnsibility
posted on
Feb 27, 2012 05:50PM
Not familiar with Canadian law but in English commom law as welll as US law the doctrine of Fiduciary Respnsibility applies to corporate officers and directors. This doctrine would preclude CUU from negotiating a final deal with Tech unless they had provided any other interested parties with the same info as Tech has.
If this doctrine applies, it would affect any early offers Tech would make to CUU for a buyout in that they would probably not make their best offer to start. It seems that CUU would be wlrth more to Tech than to other bidders, but they would still prefer not to enter a wide open bidding war. Therefore, the ideal bid from Tech would be 1 cent more than anyone else would be willing to bid. Since that would be difficult to determine, it seems to me that Tech would be wise to expect an outside bid so they would try to make their initial bid high enough to stop most outside bids and certainly high enough to preclude another bid significantly higher, but they would also be wise not to begin with their highest bid. In fact they would want some significant "wiggle room".
This makes for a very difficult situation for Tech and certainly helps CUU shareholders. Again, all this assumes that the doctrine of Fiduciary Respnsibility is applied rather strictly in Canada.
To me, this means that the initial bid by Tech is merely the start of the endgame.
Rip