Michigan AG Battles Back in Taubman Suit

Cox submitted an amicus curiae brief on Monday claiming that a FederalDistrict Court ruling was incorrect and should be reversed.District Court Judge Victoria Roberts had ruled that "control shares" of Taubmanstock, mostly friends and family, could not be used to block the takeoverattempt. The case is now on appeal in the Sixth Circuit.

Simon, along with Westfield America Inc., has extended its $20 per shareall-cash offer for common shares of Taubman until midnight, Aug. 29.The offer has been extended several times.

Simon only received 30 million, or 37%, of the approximately 80million Taubman common shares, said Taubman officials.Taubman officials say the company has been doing extremely well, and a salewould not bring maximum value to shareholders.

Judge Roberts said the Taubman family and friends may not vote their 33.6%controlling bloc of shares in Taubman Centers Inc. unless a majority ofdisinterested shareholders approve voting rights for those shares.

The Court held that the formation of a group in November 2002 by the Taubmanfamily and friends to vote the 33.6% controlling bloc of shares was a"control share acquisition" and, therefore, none of the shares comprisingthe 33.6% bloc, including the Series B Preferred Stock held by the Taubmanfamily, can be voted unless and until voting rights for those shares havebeen approved by TCO's shareholders.The Court rejected the Taubmans' claim that the injunction applies only to3% of the company's voting power.

In his friend of the court brief, Cox says the Michigan Control ShareAcquisitions Act does not enter into this case, because when Taubman'sfriends bought some of the control stock, it was not a "control shareacquisition."

"The Michigan Act only applies to shares over which an acquiring person hasacquired the actual power to in fact direct the vote," Cox wrote in hisbrief. "Accordingly, there is no justifiable basis for the Indiana AttorneyGeneral's argument that the Michigan act should be read to silentlyincorporate a 'deemed' acquisition provision from federal securitiesregulations."

Cox said the entire debate is about an out-of-state corporate raider tryingto manipulate Michigan law to attack the voting rights of Michiganshareholders."The legal stakes are bigger than Taubman's and Simon's interests combined,"Cox added. "Michigan law has long sought to protect the voting rights ofshareholders and small businesses. Simon and their allies should not beallowed to turn the law on its head at the expense of shareholders."

By entering the legal battle, Cox joined with a diverse group of Taubmansupporters, including the Michigan Chamber of Commerce and the Teamsters.