Exploring Corporate Governance Around the World

By Allison Garrett, Senior Vice President for Academic Affairs at Oklahoma Christian University

Tuesday, March 25, 2008

JP Morgan / Bear Stearns: A Play in [3] Acts?

The Cast:
Bear Stearns Directors: A group of individuals who may (or may not have) violated their fiduciary duties to shareholders. The business judgment rule applies to directors' decisions. The duties of directors in a corporation teetering on the edge of bankruptcy are murky; when a corporation is near bankruptcy, the directors' duties flow more to the corporation's creditors than its shareholders. Exactly when those duties shift is not always clear. There's already at least one class action filed against the Bear Stearns Directors.
JP Morgan Directors
Bear Stearns CEO Alan Schwartz
Bear Stearns Shareholders: Some are already suing, upset over the fact that the stock closed around $30 and the directors agreed to sell for $2. All this for a stock that had been over $60 just two weeks before. Ouch!
Extras: The Shareholders of Bear Stearns, The Bear Stearns Lawyers, The JP Morgan Lawyers, Assorted Federal Officials, Other Bear Stearns Constituencies

The Script: You can see assorted deal documents here: The Agreement and Plan of Merger, The Guaranty (an exhibit to the Agreement and Plan of Merger), Amendment No. 1 to the Agreement and Plan of Merger, with more to come.

The Plot: The Feds push Bear Stearns to enter into a buyout deal so that the Fed doesn't have to bail Bear Stearns out. JP Morgan swoops in and offers $2 per share, which is amazing considering that the stock had just closed around $30 (Where can I get a deal like that?). Bear Stearns shareholders balk; some sue. JP Morgan and Bear Stearns renegotiate certain provisions.

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