Professor Bainbridge poses a hypo over the Cingular purchase of AT&T Wireless. He says that the BellSouth and SBC boards met each for 10 minutes at about 1:30 am and AT&T was given 60 seconds to make up its mind as to the issue of selling.
The sole issue was an increased price.
Professor Bainbridge asks if that is inconsistent with the respective boards fiduciary duties.
My own thought it that it probably is not. The reason is that the three boards have been negotiating for a while. It sounds like, from the Professor’s post, that the only issue was price. Undoubtedly the boards had already discussed price at length and had enough on hand knowledge to decide the issue of increased price. I think BellSouth and SBC’s boards come out okay, provided that they have previously discussed varying purchase price offers.
AT&T Wireless’ board concerns me. That they blinked within 60 seconds shows their desperation, I think. But, if that board had negotiated at length and had already decided on a price level at which it would sell, and the offer was consistent with that price level, I think they satisfied their fiduciary duties.