News: $BID SOTHEBY'S MERGER INVESTIGATION: Halper Sadeh LLP Announces Investigation Into Whether the Sale of Sotheby's is Fair to Shareholders - BID
NEW YORK, June 17, 2019 (GLOBE NEWSWIRE) -- Halper Sadeh LLP, a global investor rights law firm, is investigating whether the sale of Sotheby’s (NYSE: BID) to BidFair USA (“BidFair”) is fair to Sotheby’s shareholders. On behalf of Sotheby’s shareholders, H...
Got this from https://marketwirenews.com/news-releases/sotheby-s-merger-investigation-halper-sadeh-llp-announces-investigation-into-whether-the-sale-of-sotheby-s-is-fair-to-shareholders-bid-8369192.html
News: $BID Stocks Flat as Investors Brace For Fed Meeting
Stocks were little changed on Monday as investors looked ahead to a crucial Federal Reserve meeting this week. The Dow Jones Industrial Average gained 33.84 to open Monday at 26,123.45. The S&P 500 regained 5.81 points at 2,892.79, The NASDAQ Composite picked up 57.61 points t...
Read the whole news https://marketwirenews.com/news-releases/stocks-flat-as-investors-brace-for-fed-meeting-8369110.html
News: $BID Sotheby's Announces Definitive Agreement to be Acquired by Patrick Drahi
NEW YORK , June 17, 2019 /PRNewswire/ -- Sotheby's (NYSE: BID) today announced that it has signed a definitive merger agreement to be acquired by BidFair USA , an entity wholly owned by media and telecom entrepreneur as well as art collector, Patrick Drahi. Under the terms of the a...
Find out more https://marketwirenews.com/news-releases/sotheby-s-announces-definitive-agreement-to-be-acquired-by-patrick-drahi-8368672.html
This Leading Auction Stock Is Struggling To Catch A BID, Know This Trade Level $BID
This afternoon, leading fine art auction company, Sotheby's (NYSE:BID) is trading lower by nearly 5.0 percent to $39.01 a share. This stock peaked in June 2018 at $60.16 a share. Traders can easily see how the stock has been very weak lately and trading in a choppy range over the past few months. It is important to note that the stock is trading below its 200 and 50-day moving averages. Traders must now watch for lower prices ahead in the near term. One level that catches my eye for this stock is around the $33.50 area. This level is where the stock broke out in August 2016. Often, stocks will be defended when they retest prior break-out levels.
News: $BID Report: Exploring Fundamental Drivers Behind Sotheby's, National Health Investors, Denny's, Astronics, Tech Data, and XG Technology - New Horizons, Emerging Trends, and Upcoming Developments
NEW YORK, Jan. 22, 2019 (GLOBE NEWSWIRE) -- In new independent research reports released early this morning, Fundamental Markets released its latest key findings for all current investors, traders, and shareholders of Sotheby's (NYSE:BID), National Health Investors, Inc. (NYSE:NHI), Denny's...
Read the whole news https://marketwirenews.com/news-releases/report-exploring-fundamental-drivers-behind-sotheby-s-national-health-investors-denny-s-astronics-tech-data-and-xg-technology-new-horizons-emerging-trends-and-upcoming-developments-7413882.html
Yep, Now we know where the big money is coming from to buy Chinese antiquities, jade and Ming dynasty vases at 1000x's prices from 20 years ago. The grandkids of the elite were born with a silver spoon sticking out there mouth. Its no wonder China's slave labor market hasn't changed @ .75 an hr.
Things look pretty solid here. Does anybody follow this board?
$BID DD Notes ~ http://www.ddnotesmaker.com/BID
$BID recent news/filings
## source: finance.yahoo.com
Fri, 21 Nov 2014 13:37:00 GMT ~ Sale Results: Sale L14143 Modern & Post-War British Art
[at noodls] - Sale Results: Sale L14143 Modern & Post-War British Art
read full: http://www.noodls.com/view/928B65478EBF75D1E0C01572CB6222225863BAB0
Fri, 21 Nov 2014 13:37:00 GMT ~ Sotheby's Board Conducting Search for Next CEO
[at noodls] - William F. Ruprecht to Step Down By Mutual Agreement; Will Continue as Chairman, President, and CEO Until Successor In Place NEW YORK, Nov. 20, 2014 (GLOBE NEWSWIRE) -- Sotheby's (NYSE:BID) today announced ...
read full: http://www.noodls.com/view/546A35098D71F1BA680E20B7D130823055EC8261
Fri, 21 Nov 2014 12:26:53 GMT ~ Wall Street looks to add to record highs; China suprises with a rate cut; Gap sees weak holiday ahead
read full: http://finance.yahoo.com/blogs/hot-stock-minute/wall-street-looks-to-add-to-record-highs--china-suprises-with-a-rate-cut--gap-sees-weak-holiday-ahead-122654300.html
Fri, 21 Nov 2014 10:43:00 GMT ~ Sotheby's CEO steps down after 14 years
read full: http://uk.finance.yahoo.com/news/sothebys-ceo-steps-down-14-104300962.html
Fri, 21 Nov 2014 10:06:28 GMT ~ Uber Cuts Vehicles in Berlin Amid Legal Challenges
read full: http://www.bloomberg.com/video/uber-cuts-vehicles-in-berlin-amid-legal-challenges-eUtKQgIYTzua7p_~URqGzg.html?cmpid=yhoo
basic chart ## source: stockcharts.com
basic chart ## source: stockscores.com
big daily chart ## source: stockcharts.com
big weekly chart ## source: stockcharts.com
$BID company information
## source: otcmarkets.com
OTC Market Place: Not Available
CIK code: 0000823094
Company name: Sotheby's
Incorporated In: DE, USA
$BID share structure
## source: otcmarkets.com
Market Value: $2,706,495,275 a/o Nov 20, 2014
Shares Outstanding: 68,990,448 a/o Jul 31, 2014
Float: Not Available
Authorized Shares: Not Available
Par Value: 0.1
$BID extra dd links
Company name: Sotheby's
## STOCK DETAILS ##
After Hours Quote (nasdaq.com): http://www.nasdaq.com/symbol/BID/after-hours
Option Chain (nasdaq.com): http://www.nasdaq.com/symbol/BID/option-chain
Historical Prices (yahoo.com): http://finance.yahoo.com/q/hp?s=BID+Historical+Prices
Company Profile (yahoo.com): http://finance.yahoo.com/q/pr?s=BID+Profile
Industry (yahoo.com): http://finance.yahoo.com/q/in?s=BID+Industry
## COMPANY NEWS ##
Market Stream (nasdaq.com): http://www.nasdaq.com/symbol/BID/stream
Latest news (otcmarkets.com): http://www.otcmarkets.com/stock/BID/news - http://finance.yahoo.com/q/h?s=BID+Headlines
## STOCK ANALYSIS ##
Analyst Research (nasdaq.com): http://www.nasdaq.com/symbol/BID/analyst-research
Guru Analysis (nasdaq.com): http://www.nasdaq.com/symbol/BID/guru-analysis
Stock Report (nasdaq.com): http://www.nasdaq.com/symbol/BID/stock-report
Competitors (nasdaq.com): http://www.nasdaq.com/symbol/BID/competitors
Stock Consultant (nasdaq.com): http://www.nasdaq.com/symbol/BID/stock-consultant
Stock Comparison (nasdaq.com): http://www.nasdaq.com/symbol/BID/stock-comparison
Investopedia (investopedia.com): http://www.investopedia.com/markets/stocks/BID/?wa=0
Research Reports (otcmarkets.com): http://www.otcmarkets.com/stock/BID/research
Basic Tech. Analysis (yahoo.com): http://finance.yahoo.com/q/ta?s=BID+Basic+Tech.+Analysis
Barchart (barchart.com): http://www.barchart.com/quotes/stocks/BID
DTCC (dtcc.com): http://search2.dtcc.com/?q=Sotheby%27s&x=10&y=8&sp_p=all&sp_f=ISO-8859-1
Spoke company information (spoke.com): http://www.spoke.com/search?utf8=%E2%9C%93&q=Sotheby%27s
Corporation WIKI (corporationwiki.com): http://www.corporationwiki.com/search/results?term=Sotheby%27s&x=0&y=0
## FUNDAMENTALS ##
Call Transcripts (nasdaq.com): http://www.nasdaq.com/symbol/BID/call-transcripts
Annual Report (companyspotlight.com): http://www.companyspotlight.com/library/companies/keyword/BID
Income Statement (nasdaq.com): http://www.nasdaq.com/symbol/BID/financials?query=income-statement
Revenue/EPS (nasdaq.com): http://www.nasdaq.com/symbol/BID/revenue-eps
SEC Filings (nasdaq.com): http://www.nasdaq.com/symbol/BID/sec-filings
Edgar filings (sec.gov): http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0000823094&owner=exclude&count=40
Latest filings (otcmarkets.com): http://www.otcmarkets.com/stock/BID/filings
Latest financials (otcmarkets.com): http://www.otcmarkets.com/stock/BID/financials
Short Interest (nasdaq.com): http://www.nasdaq.com/symbol/BID/short-interest
Dividend History (nasdaq.com): http://www.nasdaq.com/symbol/BID/dividend-history
RegSho (regsho.com): http://www.regsho.com/tools/symbol_stats.php?sym=BID&search=search
OTC Short Report (otcshortreport.com): http://otcshortreport.com/index.php?index=BID
Short Sales (otcmarkets.com): http://www.otcmarkets.com/stock/BID/short-sales
Key Statistics (yahoo.com): http://finance.yahoo.com/q/ks?s=BID+Key+Statistics
Insider Roster (yahoo.com): http://finance.yahoo.com/q/ir?s=BID+Insider+Roster
Income Statement (yahoo.com): http://finance.yahoo.com/q/is?s=BID
Balance Sheet (yahoo.com): http://finance.yahoo.com/q/bs?s=BID
Cash Flow (yahoo.com): http://finance.yahoo.com/q/cf?s=BID+Cash+Flow&annual
## HOLDINGS ##
Major holdings (cnbc.com): http://data.cnbc.com/quotes/BID/tab/8.1
Insider transactions (yahoo.com): http://finance.yahoo.com/q/it?s=BID+Insider+Transactions
Insider transactions (secform4.com): http://www.secform4.com/insider-trading/BID.htm
Insider transactions (insidercrow.com): http://www.insidercow.com/history/company.jsp?company=BID
Ownership Summary (nasdaq.com): http://www.nasdaq.com/symbol/BID/ownership-summary
Institutional Holdings (nasdaq.com): http://www.nasdaq.com/symbol/BID/institutional-holdings
Insiders (SEC Form 4) (nasdaq.com): http://www.nasdaq.com/symbol/BID/insider-trades
Insider Disclosure (otcmarkets.com): http://www.otcmarkets.com/stock/BID/insider-transactions
## SOCIAL MEDIA AND OTHER VARIOUS SOURCES ##
PST (pennystocktweets.com): http://www.pennystocktweets.com/stocks/profile/BID
Market Watch (marketwatch.com): http://www.marketwatch.com/investing/stock/BID
Bloomberg (bloomberg.com): http://www.bloomberg.com/quote/BID:US
Morningstar (morningstar.com): http://quotes.morningstar.com/stock/s?t=BID
Bussinessweek (businessweek.com): http://investing.businessweek.com/research/stocks/snapshot/snapshot_article.asp?ticker=BID
$BID DD Notes ~ http://www.ddnotesmaker.com/BID
EBAY & SOTHEBY’S PARTNER TO BRING WORLD CLASS ART AND COLLECTIBLES
TO A GLOBAL COMMUNITY
Art and collectibles from Sotheby’s live auctions in New York will be made available to eBay’s 145 million active buyers
NEW YORK - July 14, 2014 - Today, eBay and Sotheby’s announced a partnership that will unite the global leader in online shopping with the iconic international art business and auctioneer. Together, they are developing an innovative online platform that will make it easier for millions of people worldwide to discover, browse and acquire exceptional works of art, antiques and collectibles.
Both companies contribute strong capabilities to the partnership. Sotheby’s brings renowned expertise, world-class artwork and collectibles, and historic auction experience while eBay’s technology platform, integrated payment solutions and unrivalled skill in attracting online collectors enable a global audience of 145 million active buyers to enjoy frictionless shopping.
eBay and Sotheby’s will start by offering a number of live auctions that are taking place at Sotheby’s headquarters in New York. To accomplish this, eBay in the near future will be launching a newly-designed experience on its site, tailored for collectors of rare, unique and premium art and collectibles as well as first-time buyers. Sotheby’s will be the preeminent anchor tenant in the revamped marketplace, which will include a new live auction feature and real-time bidding from anywhere around the world.
The Sotheby’s auctions will present 18 collecting categories. Going forward, the partnership will explore themed and time-based sales, as well as live auctions from Sotheby’s other global salesrooms. Evening Sales will not be included.
“The growth of the art market, new generation technology and our shared strengths make this the right time for this exciting new online opportunity,” said Bruno Vinciguerra, Sotheby’s Chief Operating Officer. “We are joining with eBay to make our sales more accessible to the broadest possible audience around the world.”
Devin Wenig, president of eBay Marketplaces, said, “A Sotheby’s-eBay partnership is a significant milestone in our efforts to expand the live auction market. Sotheby’s is one of the most respected names in the world. When you combine its inventory with eBay’s technology platform and global reach, we can give people access to the world’s finest, most inspiring items - anytime, anywhere and from any device. That is an experience we believe our customers will love.”
As technology evolves and mobile commerce becomes ubiquitous, collectors are increasingly purchasing high-end items online and even on-the-go from their mobile devices. Both companies will focus on growing the market at price points where they expect their collectors to converge in the future - particularly in the segments such as jewelry, watches, prints, wine, photographs and 20th Century design. The global art market is currently estimated around $65 billion, with annual online sales far below averages for other luxury goods*. Projections show online art sales could reach $13 billion by 2020*.
“We believe there is a great opportunity, through this partnership, to truly make art more accessible to exponentially more collectors. That’s what makes this so exciting,” added Vinciguerra.
*TEFAF 2014 Report
Sotheby’s by the Numbers
• Online bidders competed for 17% of the total lots offered in 2013
• John James Audubon’s elephant-folio The Birds of America sold in April 2014 for $3.5 million - marking a new record for an online purchase in a live auction at Sotheby’s
• The number of lots purchased online in 2013 increased 36% vs. 2012
• In 2013:
? More than half of all lots sold were in the $5,000-$100,000 range
? The average value for sold Watches was $41,753
? The average value for sold Prints was $27,575
? The average value for sold Books & Manuscripts was $18,484
• 32% of all BIDnow bidders had never transacted at Sotheby’s prior to 2013
• The number of visitors to sothebys.com on mobile devices (tablet + smartphone) doubled in 2013 vs. 2012
• Mobile traffic now in 2014 accounts for 25% of total Sotheby’s website traffic
eBay by the Numbers:
• Collectibles accounted for nearly $8 billion of GMV in 2013 with 36 million active buyers
• Each day on eBay, more than 3,500 auctions close with a price of >$5,000
• eBay has 145 million global active buyers in 190 countries
• 40% of eBay Volume is touched by mobile
• eBay enabled $20 billion in mobile commerce in 2013, up from $0 in 2008
About eBay Marketplaces
eBay is one of the world’s largest online marketplaces, connecting people with the things they need and love virtually anytime, anywhere. eBay has 145 million active buyers globally and more than 650 million live individual and merchant listings at any given time. With mobile apps available in 190 countries, eBay delivers a personalized shopping experience and seamless access to inventory from down the street and around the world. Tailored shopping experiences customize buying and selling; and eBay provides variety and choice for sellers by enabling them to offer goods through online, mobile and local channels to consumers around the world. For more information, visit www.ebay.com.
Sotheby’s has been uniting collectors with world-class works of art since 1744. Sotheby’s became the first international auction house when it expanded from London to New York (1955), the first to conduct sales in Hong Kong (1973) and France (2001), and the first international fine art auction house in China (2012). Today, Sotheby’s presents auctions in eight different salesrooms, including New York, London, Hong Kong and Paris. Sotheby’s offers collectors the resources of Sotheby’s Financial Services, the world’s only full-service art financing company, as well as private sale opportunities in more than 70 categories, including S|2, the gallery arm of Sotheby’s Contemporary Art department, as well as Sotheby’s Diamonds and Sotheby’s Wine. Sotheby’s has a global network of 90 offices in 40 countries and is the oldest company listed on the New York Stock Exchange (BID).
Why Sotheby's Shares Could Get Bid Up Above $50
By Brian Pacampara
July 1, 2014
While Fools should generally take the opinion of Wall Street with a grain of salt, it's not a bad idea to take a closer look at particularly stock-shaking analyst upgrades and downgrades -- just in case their reasoning behind the call makes sense.
What: Shares of Sotheby's (NYSE: BID ) rallied 4% today after Barrington Research initiated coverage on the auction house operator with an outperform rating.
So what: Along with the bullish call, analyst Kristine Koerber planted a price target of $52 on the stock, representing about 24% worth of upside to yesterday's close. So while momentum traders might be turned off by Sotheby's year-to-date price weakness, Koerber's call could reflect a sense on Wall Street that its growth prospects are becoming too cheap to pass up.
Now what: According to Barrington, Sotheby's risk/reward trade-off is rather attractive at this point. "We believe favorable demographics and recent auction sales are positive signs for the market and Sotheby's," said Koerber. "We believe wealth creation should continue to fuel the art market for at least the next year as it appears to be a more globally diverse art market cycle than in the past." When you couple that upbeat outlook with Sotheby's sluggish stock price -- still off about 20% from its 52-week highs -- and forward P/E of 15, it's tough to disagree with Barrington's bullishness.
Sotheby’s and Loeb End Fight Over Board
May 5, 2014, 9:20 am
Sotheby’s said on Monday that it has ended its fight with the hedge fund mogul Daniel S. Loeb, agreeing to add his three director nominees to its board.
The settlement represents a clear win for Mr. Loeb, the veteran activist investor who has waged a months-long fight against Sotheby’s in a bid to shake up the 270-year-old auction house.
The fight had become one of the biggest and most intense battles between a company and an activist this year, with each side hurling insults at the other.
Under the terms of their agreement, Sotheby’s will expand its board by three, to 15, to take on the activist’s full slate of nominees: Mr. Loeb himself, the restructuring expert Harry Wilson and the former investment banker Olivier Reza.
Daniel S. Loeb, the founder of Third Point.
The company will effectively push back its annual meeting, which had been scheduled for Tuesday, to sometime later in the month.
“We welcome our newest directors to the board and look forward to working with them, confident that we share the common goal of delivering the greatest value to Sotheby’s clients and shareholders,” William Ruprecht, Sotheby’s chairman and chief executive, said in a statement. “This agreement ensures that our focus is on the business and that we will benefit from five fresh voices and viewpoints.”
Mr. Loeb added, “As of today we see ourselves not as the Third Point nominees but as Sotheby’s directors, and we expect to work collaboratively with our fellow board members to enhance long-term value on behalf of all shareholders.”
Sotheby's and Third Point Reach Agreement
Sotheby's Expands Board of Directors to Combine Sotheby's and Third Point Director Slates
Daniel Loeb, Olivier Reza and Harry Wilson to Join Sotheby's New and Current Directors on the Board
NEW YORK, May 5, 2014 (GLOBE NEWSWIRE) -- Sotheby's (BID) and Third Point LLC (TPRE) (TPOU.L) today announced that they have reached an agreement. Pursuant to the agreement, the Sotheby's Board of Directors has been expanded, and Daniel S. Loeb, Olivier Reza, and Harry J. Wilson have been appointed to the Board and will be included in the Company's slate of director nominees for election at the 2014 Annual Meeting of Shareholders. With these additions, as well as the previously announced additions of new director candidates Jessica Bibliowicz and Kevin C. Conroy, the Sotheby's slate for the Annual Meeting will expand to 15 members, 13 of whom are independent. Sotheby's slate will include John M. Angelo, Jessica Bibliowicz, Kevin C. Conroy, Domenico De Sole, The Duke of Devonshire, Daniel S. Loeb, Daniel Meyer, Allen Questrom, Olivier Reza, William F. Ruprecht, Marsha E. Simms, Robert S. Taubman, Diana L. Taylor, Dennis M. Weibling and Harry J. Wilson. The Annual Meeting is expected to be convened on 6 May 2014 and then adjourned to later in the month of May to allow for updated proxy solicitation materials to be distributed to Sotheby's shareholders. The Company will announce the adjourned meeting date in due course.
"We welcome our newest directors to the Board and look forward to working with them, confident that we share the common goal of delivering the greatest value to Sotheby's clients and shareholders," said Bill Ruprecht, Chairman, President and Chief Executive Officer of Sotheby's. "This agreement ensures that our focus is on the business and that we will benefit from five fresh voices and viewpoints."
Third Point CEO Daniel S. Loeb stated, "Harry, Olivier and I are delighted to join the Sotheby's Board. As of today we see ourselves not as the Third Point Nominees but as Sotheby's directors, and we expect to work collaboratively with our fellow board members to enhance long-term value on behalf of all shareholders. We are confident this Board will benefit from the perspective of aligned shareholder voices. We are committed to working closely with Sotheby's leadership team to unlock shareholder value by pursuing a strategy of sound capital allocation and growth while respecting the best of the Company's rich history, tradition and culture."
Domenico De Sole, Sotheby's Lead Independent Director, stated, "Sotheby's is strongly positioned today, with an executive leadership team committed to delivering excellent results for Sotheby's clients and shareholders. Along with our new directors we look forward to identifying ways to continuously improve our position in the marketplace and our operating performance."
In connection with these appointments, Third Point has agreed to customary standstill and voting commitments and terminated its proxy contest. In addition, Sotheby's will accelerate the termination of its one-year shareholder rights plan concurrent with the 2014 Annual Meeting, and Third Point, whose ownership in Sotheby's will be capped at 15% under the agreement, has withdrawn its litigation with respect to the rights plan. The complete agreement with Third Point will be included as an exhibit to a Current Report on Form 8-K, which will be filed with the Securities and Exchange Commission.
Delaware Court Upholds Sotheby’s Poison Pill
By MICHAEL J. DE LA MERCED AND ALEXANDRA STEVENSON
May 2, 2014, 10:47 pm
A Delaware state court judge on Friday blocked efforts by the hedge fund mogul Daniel S. Loeb to overturn a crucial corporate defense at Sotheby’s, the auction house.
In a ruling issued Friday evening, Donald F. Parsons, a vice chancellor of Delaware’s Court of Chancery, decided that he would not overturn a so-called poison pill plan that limits Mr. Loeb to no more than 10 percent of Sotheby’s shares while letting passive investors hold as much as 20 percent.
The company’s annual shareholder meeting is Tuesday, when shareholders will cast their votes in what may be a watershed moment in the company’s 270-year history. And it may pave the way for companies to enact tougher defenses against outspoken activist investors pushing for change.
Mr. Loeb and his firm, Third Point, have nominated three director candidates, including himself, pitted against the current board at Sotheby’s.
Sotheby’s poison pill, formally known as a shareholder rights plan, had set off debate within the corporate governance community. While companies have used such defenses for decades, the auction house’s version specifically discriminated against activist investors, a move that Third Point had contended was unfair.
But in his ruling, Vice Chancellor Parsons wrote that Mr. Loeb’s primary argument — that the poison pill unfairly impedes his ability to wage his campaign — was flawed. Sotheby’s had presented evidence that the rationale behind its defense could be seen as both rational and proportional to the threat of an activist investor.
And even with his current 10 percent stake, Mr. Loeb has been able to fight the company to a draw. Vice Chancellor Parsons noted that the hedge fund manager had roughly 10 times the number of shares that Sotheby’s board now owns, and that his own expert witness testified that, even now, Third Point has a roughly 50-50 chance of winning the proxy contest.
Mr. Loeb even testified in a deposition that nothing has hurt his ability to reach out to other shareholders.
“There is a substantial possibility,” the vice chancellor wrote, “that Third Point will win the proxy contest, which would make any preliminary intervention by this court unnecessary.”
Mr. Loeb has already won the support of Marcato Capital, another activist hedge fund and Sotheby’s third-largest shareholder. Last week, the influential proxy advisory firm Institutional Shareholder Services weighed in with support for Mr. Loeb, advising shareholders to vote for two of his three board nominees.
Mr. Loeb has criticized Sotheby’s for not adapting quickly enough to sweeping changes in the art industry in recent years and has accused it of falling behind its main rival, Christie’s, in crucial parts of the auction business, Impressionist and modern art. He has also railed against the compensation packages of board members, specifically singling out the pay of the chief executive, William F. Ruprecht, who received $6.3 million in 2012.
Sotheby’s adopted its poison pill last October, after Mr. Loeb called for Mr. Ruprecht to step down, arguing that it was in the best interests of all shareholders to ”encourage anyone seeking to acquire the company to negotiate with the board prior to attempting a takeover.”
During the hearing earlier this week in Delaware, Vice Chancellor Parsons was shown emails in which board members discussed the merits of some of Mr. Loeb’s criticisms. In one email, a board member, Steven B. Dodge, wrote that Mr. Ruprecht’s compensation was “red meat for the dogs.”
Mr. Dodge also wrote that the board was “too comfortable, too chummy and not doing its jobs,” in an email to another director, Dennis M. Weibling. “We have handed Loeb a killer set of issues on a platter.”
A rival proxy advisory firm Glass Lewis has supported Sotheby’s slate.
Representatives for Mr. Loeb and Sotheby’s declined to comment.
Gregory P. Taxin, president of the activist hedge fund Clinton Group, said the ruling was disappointing: “In Delaware, stockholders are apparently supposed to be like children in the 1950s: the good ones do not speak unless spoken to.”
Loeb’s Third Point Loses Bid to Delay Sotheby’s Meeting
By Jef Feeley and Phil Milford May 2, 2014 11:06 PM MT
Dan Loeb’s Third Point LLC lost its bid to delay Sotheby’s annual meeting so a judge could scrutinize the effect of an anti-takeover defense on the fund’s effort to win seats on the auction house’s board.
Delaware Chancery Court Judge Donald Parsons ruled yesterday that the company’s May 6 investor meeting can go ahead as planned, rejecting Third Point’s bid to stave off the event until claims the company is misusing its poison-pill defense can be heard at trial. Parsons said he turned down the bid for an temporary injunction because it’s unlikely Loeb will win his argument.
The ruling is a setback for Loeb’s claims that Sotheby’s directors created the poison pill in a novel effort to hamper the activist investor’s proxy fight for three board seats rather than to prevent a takeover. The judge’s decision in the case will have an impact on boards across the country as Delaware is the corporate home to more than half of the publicly traded companies in the U.S. and more than three-fifths of the Fortune 500.
The directors of New York-based Sotheby’s (BID) counter that they created the poison pill to keep Loeb or other activist investors from taking over the company and selling it without paying shareholders a premium.
“Plaintiffs here make no serious argument that the Sotheby’s board will be unlikely to meet its burden of demonstrating that it conducted a good faith and reasonable investigation into the threat posed by Third Point,” Parsons wrote. “The board undeniably is comprised of a majority of independent directors.”
Loeb contends Sotheby’s decision to trigger the pill if activist investors buy more than 10 percent of its shares, while allowing passive investors to buy as much as 20 percent, leaves the measure open to attack.
The hedge fund manager has called on Sotheby’s Chief Executive Officer William Ruprecht to resign, criticizing the company’s executive compensation plan, internal operations and “deteriorating” competitive position.
Loeb complains he’s being unfairly denied the right to buy more shares that could help him win the proxy contest. Loeb’s lawyer argued last month that Sotheby’s directors set up the poison-pill because of “personal animus” toward the manager of the $14.5 billion fund.
Sotheby’s lawyers countered that Loeb indicated in securities filings he’s interested in “control matters” tied to Sotheby’s and has told colleagues in New York’s financial community he intends to take over the auction house.
The company said the poison-pill defense was designed to make acquisitions prohibitively expensive and not to interfere with Loeb’s bid to win three seats on Sotheby’s board.
Elissa Doyle, a spokeswoman for Loeb, didn’t immediately respond to messages seeking comment on the ruling.
Parsons, waving off a “multitude of threats” alleged by the company, said he only had to focus on one: “creeping control.”
At the time the poison-pill was implemented, several hedge funds were accumulating stock simultaneously, he said. The board’s advisers warned activist hedge funds often form a “‘wolfpack’” to assemble large blocks of a target company’s stock, he wrote.
“I cannot conclude that there is a reasonable probability that the board did not make an objectively reasonable determination that Third Point posed a threat of forming a control block for Sotheby’s with other hedge funds without paying a control premium,” Parsons said.
Sotheby’s said last month losses in the first quarter narrowed from a year earlier. The auction company said April 24 it expects to report a pretax loss of $6 million compared with $32 million a year ago. It attributed the results to an increase in sales of Impressionist and contemporary art.
The case is Third Point LLC v. Ruprecht, CA9469, Delaware Chancery Court (Wilmington).
4/25 Sotheby's to Mail Letter to Shareholders (again? LOL)
Sotheby's to Mail Letter to Shareholders
4/24 Proxy advisers split backing in battle for Sotheby's board
4/24 Proxy adviser Glass Lewis backs Sotheby's board candidates
4/24 The Unwarranted Power Of ISS In Dan Loeb Vs. Sotheby's
Bare Knuckles at Sotheby’s Auction House
I.S.S. Backs Two Loeb Nominees for Sothebys Board
By ALEXANDRA STEVENSON and MICHAEL J. DE LA MERCED
April 24, 2014, 7:48 am 13 Comments
Updated, 9:24 p.m. | Directors of Sotheby’s gathered in their wood-paneled boardroom with an urgent goal: how to mollify Daniel S. Loeb, the outspoken hedge fund mogul who is the auction house’s largest shareholder.
Yet on that day, in late February, even as the board was debating whether to give the investor the two board seats he had demanded, Mr. Loeb suddenly struck. He nominated three director candidates, officially declaring war against the art world stalwart.
That battle — being closely watched in Manhattan socialite and art circles as well as on Wall Street — is now heading to its final stages as both sides lobby other shareholders before the company’s annual meeting on May 6.
On Thursday, Mr. Loeb gained a significant advantage as the influential proxy advisory firm Institutional Shareholder Services recommended that shareholders vote for two of the three board nominees he has proposed, including himself. (Glass-Lewis, I.S.S.’s rival, is, however, supporting the Sotheby’s slate.)
With a 9.6 percent stake, the mogul Daniel S. Loeb is Sotheby’s biggest shareholder.
Michael Nagle for The New York Times
With a 9.6 percent stake, the mogul Daniel S. Loeb is Sotheby’s biggest shareholder.
Mr. Loeb, 52, is no stranger to no-holds-barred corporate battles, but this one is different in several ways. For one, it is almost as much a test of his reputation as an art aficionado as it is of his skills as an investor.
Known for his focus on contemporary and feminist art, Mr. Loeb has regularly made ARTnews’ list of the 200 biggest collectors. Works that have graced his Manhattan office or homes include a seven-foot-wide metallic pink-and-blue Jeff Koons egg — which he reportedly sold for $5.5 million — and a Martin Kippenberger sculpture of a crucified frog.
As part of its defense, Sotheby’s has publicly questioned Mr. Loeb’s art expertise, irking him in the process.
For Sotheby’s, the hedge fund challenge comes as the 270-year-old auction house is grappling with a seismic shift in the business of selling art. Fierce competition and the rapid sprouting of new millionaires and potential clients in emerging economies like China have forced auction houses to reconsider their traditional models.
“Sotheby’s is like an old master painting in desperate need of restoration,” Mr. Loeb has argued.
The battle is reverberating not just among investors but also within the exclusive and close-knit circles of the art world. Some have questioned whether Mr. Loeb, as an upstart, is doing what’s best for the business of art.
“I think what people may be concerned about is that although he is a significant collector, his primary focus is finance and he is not an art world insider,” said Jeff Rabin, a co-founder of the art consulting firm Artvest Partners.
Founded in London in 1744 to sell off several hundred rare books, Sotheby’s has been one of the most prestigious names in the art world. It is the oldest listed company on the New York Stock Exchange.
Yet it was hit hard during the financial crisis. For the last year, activist investors have circled the company, anticipating a broader shake-up of the art market.
“The big question for Sotheby’s is how to adapt to a changing market without losing what makes them special and different,” said John D. Shea, the chief executive of Proxy Mosaic, a firm that advises shareholders in activist situations.
To Mr. Loeb, Sotheby’s has not adapted quickly enough, leaving it ripe for the sort of corporate agitation that has made billions for himself and investors in his firm, Third Point. His playbook: buying a large stake in a company, and using that position to call for shifts in strategy and, often, board seats.
According to Mr. Loeb, Sotheby’s has fallen behind its chief rival, Christie’s, in recent years, especially in the Impressionist and Modern art beloved by today’s mega-collectors, like hedge fund moguls. For example, while Sotheby’s reported its biggest-ever night of contemporary art auctions in November, with $390 million in sales, Christie’s equivalent night fetched $691 million in sales. (Christie’s, however, is privately owned by the French businessman François-Henri Pinault and does not report financial results.)
Mr. Loeb has accused Sotheby’s of rebating the fees its takes for selling multimillion-dollar works, while also taking less of the buyer’s fees to attract more business. He has taken issue with the auction house’s strategy of focusing on top clients and headline sales. He has even criticized board members’ relatively low holdings of their own company’s stock.
In Sotheby’s view, Mr. Loeb has disrupted its business for months by contacting major employees and positioning himself as their new boss, while also suggesting that prominent art world figures consider becoming the auction house’s chief executive.
In the fall, he met with Jeff T. Blau, chief executive of the Related Companies, to discuss a possible move to Related’s Hudson Yards complex or the Time Warner Center, according to people briefed on the matter.
Company officials have also complained that Mr. Loeb has sometimes misunderstood the business. Moving Sotheby’s out of its current headquarters, for example, would make life difficult, given how customized it already is for the auction house.
And they have alluded to accusations that Mr. Loeb has committed “greenmail,” the frowned-upon practice of buying up big stakes in companies and then forcing them to buy the shares back. After winning an activist campaign at Yahoo — one of his biggest victories to date — the Internet company bought back the majority of Mr. Loeb’s stake a year later for $1.2 billion, yielding a significant profit.
“Bloodline: Big Family No. 3” by the Chinese artist Zhang Xiaogang, on preview at a Sotheby’s auction in Hong Kong this month.
“Bloodline: Big Family No. 3” by the Chinese artist Zhang Xiaogang, on preview at a Sotheby’s auction in Hong Kong this month.
Though the billionaire investor first met with Sotheby’s last August, he came out swinging in October, when, in a typically Loeb-like letter, he disclosed a 9.3 percent stake. He now has a 9.6 percent stake.
He accused the auction house’s chairman and chief executive, William F. Ruprecht, of having outstayed his welcome while being paid a salary that “invokes the long-gone era of imperial C.E.O.s.” Ultimately, he demanded Mr. Ruprecht’s resignation.
Sotheby’s responded by instituting a poison pill, a defense that would limit activist investors from owning more than 10 percent of a company, a move that Mr. Loeb sneered was a “relic of the 1980s.”
Unusually, Mr. Loeb then went quiet, even as another hedge fund manager, Mick McGuire of Marcato Capital Management, announced a multipronged