Doggone it, country-clubbers allege, it's just not right to make an unsolicited bid for a man's company while he's in jail. But in the aggressive spirit of the season, the nation's largest mall owner, Simon Property, is shopping for a new acquisition. Not just any bauble, mind you, but Taubman Centers, also owners of ritzy malls. The corporate tale, brewing for weeks, is now fronting national business pages, and its bare-fisted details are looking a lot unlike Christmas.
Simon has offered $17.50 a share for Taubman, to which the family, which owns a controlling interest, replied, move on, please, we're not interested. Not among the decision-makers was 70-something founder, A. Alfred Taubman, in jail for price-fixing related to Sotheby's auction house, also owned by the Taubmans. This media-friendly detail adds more to the intrigue -- and apparently elicits sympathy in some quarters. Going after a guy when he's a jailbird is somehow wrong, or so the Detroit Free-Press implied in what seemed a strangely sentimental angle on Taubman Centers, which is based in nearby Bloomfield Hills. The Freep thought enough of the following comment from socialite/crime commentator Dominick Dunne to give it fourth-paragraph placement in a Nov. 14 story: "I suppose that's what business ethics have come to, but it just sounds very ungentlemanly to me."
That seems awfully thin-skinned, not to mention contrary to the philosophy of our favorite fictional family man, Vito Corleone ("It's not personal; it's business."). But perhaps we're simply too middle-class to understand, too much a part of the fish-sticks crowd to understand the champagne class. Because the New York Times, too, picked up on the monied aspect of the mall barons. The Simon-Taubman smackdown has "created a rift in the clubby world of real estate investors," wrote the Times, which also snagged this gem of a quote from an unnamed investor in both companies: "In our little world, this situation is a bit -- how would you say it? -- uncouth."
Simon, however, is using the fickle winds of business fashion to cast the Taubmans as ungentlemanly. As the Indianapolis Star pointed out in a column, corporate machinations are out in this post-Enron era of shareholders rights. Simon capitalized on that sentiment by going public and to the SEC with the claim that the Taubmans' controlling interest in the company wasn't properly disclosed to shareholders. Now they can't overturn it without a two-thirds vote -- a mathematical impossibility given the Taubmans' 36% share.
Simon also has its checkbook out, with the Wall Street Journal and the New York Times reporting that the company has upped its offer to $18 and is filing a lawsuit to invalidate the Taubman family's control. If Taubman loses what's expected to be a prolonged court battle, it looks like the company may sleep with Luca Brasi. - Deborah Asbrand
Mall Giant Guns for Taubman Company
http://www.freep.com/money/business/taub14_20021114.htm
Taubman Empire in Turmoil
http://www.freep.com/money/business/taub23_20021123.htm
Two Families, Two Empires and One Big Brawl at the Mall
http://www.nytimes.com/2002/12/01/business/yourmoney/01MALL.html
Simon's Bid For Taubman May Get Nastier, Expert Says
http://www.detnews.com/2002/business/0211/15/b01-11076.htm
Simon Unveils Offer For Rival
http://www.indystar.com/article.php?simon14.html
Simon smells blood. Taubman uninterested. To be continued.
http://www.indystar.com/print/articles/5/001430-1585-032.html
Taubman Guilty in Art Auction Scandal
http://www.freep.com/money/business/taub6_20011206.htm
Taking a Shopping-Center Feud to the Shareholders
http://www.nytimes.com/2002/12/05/business/05PLAC.html
Simon to Boost Its Offer For Mall Rival Taubman
http://online.wsj.com/article/0,,SB103906185470548753,00.html
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