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HP-EDS deal price at issue in court hearing
Business Law Info | 2008/07/23 10:59
A shareholder group is trying to pressure Electronic Data Systems Corp. into demanding more than the $13.2 billion that Hewlett-Packard Co. has offered for the technology services company.

The group said Monday it intends to ask a judge in Collin County, Texas, to postpone the shareholder meeting EDS has scheduled for July 31, when investors are scheduled to vote on whether to approve HP's takeover of the Plano, Texas-based company. A hearing is set for Thursday on the group's request.

The group believes that the EDS board agreed to sell the company for too little money.

HP is offering $25 per share for EDS, a nearly 33 percent premium over where EDS stock stood before the proposed acquisition was announced in May. Including debt held by EDS, HP values the acquisition at $13.9 billion.



Investment firms don't draw emergency loans
Business Law Info | 2008/07/11 10:42
In a sign of some improvement in the credit crisis, Wall Street firms for the first time didn't borrow from the Federal Reserve's emergency lending program and commercial banks also scaled back.

Investment firms didn't draw such loans for the week ending July 9. They borrowed just $1.7 billion in the previous week ending July 2, down from $6.1 billion in the week before that. Such borrowing rose as high as $38.1 billion in early April.

The Fed opened its emergency program to investment firms on March 17.

At that time, the investment houses were given similar loan privileges as commercial banks after a run on Bear Stearns pushed the nation's fifth-largest investment bank to the brink of bankruptcy. The situation raised fears that other Wall Street firms might be in jeopardy. Bear Stearns was eventually taken over by JPMorgan Chase in a deal that involved the Fed's financial backing.

Banks, meanwhile, averaged $12.9 billion in daily borrowing over the past week. That compared with $14.9 billion in the previous week.

The identities of commercial banks and investment houses are not released.

In the broadest use of the central bank's lending power since the 1930s, the Fed in March scrambled to avert a market meltdown by giving investment houses a place to go for emergency overnight loans. The program will continue for at least six months. Commercial banks and investment companies now pay 2.25 percent in interest for the loans.

Separately, as part of efforts to relieve credit strains, the Fed auctioned $21.3 billion in Treasury securities to investment companies Thursday.

The auction drew bids for less than the $25 billion the Fed was making available, which was viewed as possible sign of some improvements in credit conditions.

In exchange for the 28-day loans of Treasury securities, bidding companies can put up as collateral more risky investments. These include certain mortgage-backed securities and bonds secured by federally guaranteed student loans.

The auction program, which began March 27, is intended to make investment companies more inclined to lend to each other. A second goal is providing relief to the distressed market for mortgage-linked securities and for student loans.



Appeals court: EchoStar not barred from lease deal
Business Law Info | 2008/07/08 15:01
Federal law does not bar satellite television provider EchoStar Communications Corp. from leasing a transponder to another company to transmit network signals, a U.S. appeals court ruled Monday.

CBS Corp.'s CBS Broadcasting subsidiary, News Corp.'s Fox network and other major network affiliate groups sued EchoStar 10 years ago in South Florida to prevent the Englewood, Co.-based company, which operates the DISH satellite network, from providing distant network signals to customers who can receive local affiliates' broadcasts through regular antennas.

The Satellite Home Viewer Act of 1988 allowed carriers such as EchoStar to provide secondary transmissions of copyrighted distant network programming to "unserved households," those that could not otherwise receive the signals.

The lawsuit claimed that EchoStar was infringing on network copyrights by providing the signals to "served" households as well.

After a two-week bench trial in 2003, the district court found that EchoStar retransmitted network programs to hundreds of thousands of served homes, which it called "willful or repeated" copyright infringement. That ruling was upheld by the 11th U.S. Circuit Court of Appeals, and the U.S. Supreme Court declined to consider an appeal in January 2007.

According to court documents, EchoStar complied with an injunction that went into effect Dec. 1, 2006, by disconnecting distant network channels to about 900,000 customers — at a loss of $25 million a year.



W.Va. Gov. seeks review of $400M DuPont case
Business Law Info | 2008/07/03 15:23
Gov. Joe Manchin wants the West Virginia Supreme Court to clarify whether DuPont has the right to be heard as it appeals $196.2 million in punitive damages, about half the amount a jury awarded in a case involving health threats from a former zinc smelting plant.

The lead attorney for the plaintiffs on Wednesday called the governor's action unprecedented.

"I've never seen anything like this," said Florida lawyer Michael Papantonio. "This just further delineates how badly the deck is stacked in West Virginia against people trying to recover when they're taking on DuPont. It's stacked against people who have been wronged by corporate America."

The jury in Harrison County Circuit Court last fall awarded damages totaling nearly $400 million to residents living near the former plant in Spelter. The plaintiffs argued the chemical giant spent decades downplaying and lying about health threats from arsenic, cadmium and lead that contaminated air, soil and water.

Punitive damages are designed to deter future misconduct, and the jury ruled that DuPont had engaged in wanton, willful and reckless conduct in its operation of the smelter. Non-punitive damages included $130 million to fund a 40-year health screening plan to monitor plaintiffs for any ailments related to exposure to chemicals.

Last week, DuPont appealed the entire verdict, arguing it has been unfairly punished for doing the right thing at the site and for the community. The state Supreme Court, which is in summer recess, has not yet indicated whether the appeal will be heard.

In a "friend of the court" brief filed last week, Manchin urged the justices to clarify what sort of appellate review is to be afforded DuPont under its constitutional right to due process. His lawyers cited a 2003 U.S. Supreme Court decision to argue that the 14th Amendment guarantees appeals of punitive damages.



MBIA loses $2.4 billion on write-downs
Business Law Info | 2008/05/12 13:31

MBIA Inc. reported Monday a loss of more than $2 billion for the first quarter after taking a $3.6 billion charge for losses on derivatives, but shares of the embattled bond insurer traded as much as 10% higher.

Posting its third straight quarterly loss, MBIA continues to struggle with business difficulties in the face of falling house prices and a global credit crisis, but Chief Executive Jay Brown sounded an optimistic note.

"MBIA continues to be a sound financial institution," Brown said in a statement. "We have ample liquidity, our balance sheet is built to withstand credit stress levels many multiples of what we're experiencing now, and our business model is proving that we are adequately capitalized to satisfy any potential claims on our insured portfolio."

Shares of MBIA rose more than 6% to $10.04 in morning action, after reaching an intraday high at $10.35.

The company's net loss was $2.41 billion, or $13.03 a share. MBIA had earned $198.6 million, or $1.46 a share, in the year-earlier first quarter.
During the latest quarter, it recorded a $3.6 billion unrealized loss on insured derivatives.



Fed to Lend $200 Billion More to Ease Market Strain
Business Law Info | 2008/03/11 13:38

Scrambling to ease the strain on the credit market, the Federal Reserve announced a $200 billion program on Tuesday that would allow financial institutions, including the nation’s major investment banks, to borrow ultra-safe Treasury money by using some of their riskiest investments as collateral. Wall Street responded with a rally, with the Dow Jones industrials surging 150 points.

This was the central bank’s second effort in a week to unfreeze the nation’s panicky credit markets, where investors have become too frightened to finance even conservative debt offerings, which in turn has caused a cash squeeze at seemingly solid financial institutions.

Stock markets soared after the announcement, with the Dow Jones industrials gaining 260 points before falling back to 11,925.85, a 185-point gain, at 12:30 p.m. as brightened investors snapped a three-day losing streak. The Standard & Poor’s 500-stock index was up 1.4 percent, and the Nasdaq composite index gained 1.5 percent.

The Fed normally lends Treasury securities to banks for just a few hours. Under the new program, money will be lent for 28 days and the central bank will accept nongovernment mortgage-backed securities — the source of the current crisis in the credit markets — as collateral. The Fed will require that the assets, which are linked to soured home loans, have a premium credit rating.

The new program, dubbed the Term Securities Lending Facility, will effectively allow strapped financial institutions to hand over potentially damaged securities to the government in exchange for either cash or easily traded Treasury securities, some of the safest in the market.



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