Saturday, October 11, 2008

The Madness of Litigation: Citigroup and Wachovia and Wells Fargo

At some point, every lawyer must look at his client and ask if the law suit is worth proceeding to trial or to settlement. This post looks at reports on the attempted Citigroup buyout of Wachovia as an example of this process.

The New York Times' DealBook blog has The Mad Legal Dash for Wachovia. It details the suits filed with commentary. Even now worth reading to understand the strategy of a lawsuit.

Then there was this from the ABA Journal: Judge Holds Weekend Court at Home Over Wachovia Buyout Tussle.

Meanwhile, yesterday's New York Times reports Wells Fargo Wins the War for Wachovia. Today DealBook has Citigroup Walks Away, but Legal Wrangling Continues:

But, lawyers said, Citigroup’s case will not be easy to make. Wachovia and its board have strong defenses of their actions. Corporations have obligations to protect the interests of investors, and for Wachovia to ignore a higher bid for the company would arguably have been a breach of those duties.

Then there is the issue of the bailout legislation signed into law last week by President Bush. A provision in the legislation appears to invalidate bank acquisitions “in connection with any transaction” in which the F.D.I.C. uses its authority. It is not clear what that “in connection with” language means: Citigroup has argued that it means that the deal between Wachovia and Wells Fargo was prohibited, while Wachovia is likely to argue that the bailout provision invalidated its agreement with Citigroup.

In other words, there is plenty to keep a horde of lawyers busy for years.