Liberty Media v. IAC/InterActiveCorp.
In a recent widely reported trial, IAC/InterActiveCorp. succeeded in securing the right to proceed with its plan to split the company into five separate entities. IAC was represented by Wachtell, Lipton, Rosen & Katz, a client of Analysis Group. At issue in the matter was a dispute between IAC CEO Barry Diller and majority shareholder Liberty Media over control of the company and its board. Liberty Media challenged Mr. Diller's breakup plan, alleging that the proxy that Liberty had granted to Mr. Diller over Liberty's majority voting stake could not be voted in favor of the breakup plan. The case was decided by a Delaware Chancery Court judge following a five-day trial.
IAC's counsel Wachtell, Lipton retained Analysis Group to assist in the presentation of expert testimony regarding the proposed transaction. Managing Principals Michael J. Quinn and Bruce E. Stangle led an Analysis Group team including Principal David W. Sosa and Vice President Michael Holland in providing consulting support to our affiliate, Yale School of Management Professor Andrew Metrick, an expert in corporate governance. Professor Metrick analyzed the positive impact on shareholder value of IAC's proposed spin-offs, and provided rebuttal testimony critiquing Liberty Media's expert's testimony. The Analysis Group team also supported telecommunications policy expert Dr. Harold Furchtgott-Roth, who examined issues related to FCC cross-ownership regulations.
In his ruling, Vice Chancellor Stephen P. Lamb wrote that “Liberty Media has failed to demonstrate that Diller has breached or threatened to breach any contractual duty he owes Liberty,” and that “Liberty does not have a right to consent to the proposed spin-off.”