Daniel Loeb’s Poison Pill Suit Against Sotheby’s Fast-Tracked By Judge

Dan Loeb.

A Delaware judge has agreed to hear the case between activist-investor Daniel Loeb and Sotheby’s, fast-tracking the suit, reports the Wall Street Journal. (See artnet News‘s earlier update on the story.)

A provision adopted by Sotheby’s late last year and commonly referred to as a “poison pill” prevents Loeb from increasing his company Third Point LLC’s stake in the auction house, currently at 9.6 percent, by threatening to sell off a large number of company shares cheaply.

The lawsuit identifies two problems with the so-called pill. Firstly, as an activist investor, Third Point’s holdings are capped at 10 percent, while other, passive shareholders can purchase up to 20 percent. Secondly, Loeb alleges that Sotheby’s is using the pill to unfairly protect its board members, whom he hopes to unseat at next month’s shareholders meeting.

Sotheby’s argues that they are simply utilizing a commonly used “shareholders’ rights plan,” and that Loeb is responding to the provision at this late date in what a company spokesperson called “an apparent last-minute attempt to buy additional votes.”

Nevertheless, Delaware judge Donald Parsons found the case against the auction house to be sufficient grounds for a court case. In a Monday phone hearing, he allowed that “it is sufficiently possible that the board is attempting to tilt the playing field for proxy contest in its favor and make for an unfair fight.”

Parsons also noted that Third Point owns ten times more stock than the Sotheby’s executives and directors it is suing, and that it will be difficult for Loeb to prove that he is really disadvantaged by the poison pill.

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