House Bill 4764 passed the Michigan House of Representatives on June 5.Clarke has been the senate's leading critic of the special interestlegislation and has been encouraging Senate Majority Leader Ken Sikkema toallow the courts to resolve the matter.

Simon wants to take over the company for $20 per share, or roughly $1.1billion. Taubman is fighting the takeover, saying the company is doing toowell to switch owners. The lawsuit is about whether the Taubman family oughtto be able to use the family's shares to block the takeover.

"The Legislature should not allow itself to be manipulated by corporateinterests to do an end run around the courts," said Clark. "With Wall Streetscandals still fresh in the minds of the public, the Michigan senate shouldthink twice before taking up special interest legislation which underminesthe interests of public shareholders, including pension funds andbeneficiaries."

The bill, designed to affect the outcome of a lawsuit between Taubman andSimon, would dramatically alter Michigan's corporate governance laws, Clarkesaid. Critics argue the bill would undermine shareholder rights, discouragenew investment in Michigan companies, and make state corporations moresusceptible to corporate raiders.

"Public shareholders in the company have indicated their support for theSimon offer," said Clarke. "This Legislature has better things to do thancircumvent our courts with special interest legislation that appearsdesigned to protect an entrenched board of directors from its ownshareholders."

Instant Insights /

Taubman Bill Will Not Be Seen By Senate

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