Administration December 11, 2005

Oracle PeopleSoft Battle Set for Courtroom Return

November 24, 2004 (PLANSPONSOR.com) - Oracle Corp's hostile takeover bid for PeopleSoft moves back into the courts with a Delaware state judge set to resume hearing testimony in mid-December.
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Vice Chancellor Leo Strine of Delaware’s Court of Chancery set hearing dates of December 13 and December 14 to hear new evidence on how PeopleSoft’s board handled the latest Oracle offer of $24 per share, the Associated Press reported.

The courtroom proceedings come after PeopleSoft spurned Oracle’s bid over the weekend, despite an endorsement by a majority of shareholders. The two sides have already battled in court during a two-week trial in the Delaware court earlier this year.

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Oracle has been fighting PeopleSoft’s poison-pill anti-takeover measure and a special customer program. Stine is also set to hear from the lawyers for both sides on the customer program, which allows PeopleSoft customers unhappy with Oracle’s treatment to get double their money back or more, according to news reports.

PeopleSoft executives insist that the special customer effort was necessary to allow it to keep selling multimillion dollar enterprise software packages to major corporations with the threat of an Oracle takeover looming.

Friday, Oracle said 61% of PeopleSoft shares have been tendered to endorse the $24-per-share offer, but the company must still overcome PeopleSoft’s anti-takeover defenses in order to carry out the acquisition.

Administration December 10, 2005

SEC/NYSE Considering Actions Against A.G. Edwards

October 12, 2005 (PLANSPONSOR.com) - In its quarterly regulatory report, A.G. Edwards Inc. stated the Securities and Exchange Commission (SEC) may bring a civil injunctive action against it for mutual fund transactions allegedly involving market-timing.
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Dow Jones reports that the company also stated in the filing that the New York Stock Exchange (NYSE) is considering formal disciplinary action in connection with the company’s supervision of its “Client Choice” accounts.   Client Choice accounts are brokerage accounts with limited trading activity and concentrations of mutual funds that are fee-based, rather than commission-based, according to the filing.

A.G. Edwards said the SEC has offered it an opportunity to make a Wells submission, a persuasive case to the commission that the investigating staff reached the wrong conclusions regarding liability.   The company said it has already provided a “Wells-type submission” to the NYSE.

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