Follow up to Doyles bid for the wpt

[mosta]

[ QUOTE ]
I'm an M&A/Securities lawyer. Here's the relevant law on the issue:

Rule 10b-5 -- ...

in connection with the purchase or sale of any security.


Section 14 -- Proxies
----------------------
(e) ... with respect to tender offer

-------


[/ QUOTE ]

you missed the question. the other law student and I got this much. we agree that if he traded stock or tipped someone to trade stock, or it was going to be a tender offer, he'd have trouble with 10b-5 or 14e.

someone else above indicated that it was a violation of itself to make an insincere acquisition bid. that would not relate to either rule above, because it would not depend on there being a purchase or sale in relation, or there being a tender offer. what would it relate to? M&A common law, or more statutes we don't learn in securities reg? (as an _analogy_ , there is Rule 14e-8, not requiring trading as a predicate, but again with regard to a tender offer:

----------------------------------------------------------------
It is a fraudulent, deceptive or manipulative act or practice within the meaning of section 14(e) of the Act for any person to publicly announce that the person (or a party on whose behalf the person is acting) plans to make a tender offer that has not yet been commenced, if the person:

1. Is making the announcement of a potential tender offer without the intention to commence the offer within a reasonable time and complete the offer;

2. Intends, directly or indirectly, for the announcement to manipulate the market price of the stock of the bidder or subject company; or

3. Does not have the reasonable belief that the person will have the means to purchase securities to complete the offer.
-----------------------------------------------------------------
but this wasn't supposed to be a tender, I don't think. (if so, he's obviously in trouble.)

I don't know where to look for M&A law.

[mosta]

[ QUOTE ]
He can make a bid, that is fine. It is only illegal if he has no intention to actually buy the company, ...

[/ QUOTE ]

what law?

again I don't know M&A law, but in general contract terms one's true "intent" is irrelevant in determining whether one can be bound (ie, you can be bound when you didn't really mean it)--objective theory.

According to the SEC's own blurb (http://www.sec.gov/news/digest/dig121605.txt - 3rd story down), they're investigating possible violations of Sections 10(b) and 14(e) of the 1934 Securities and Exchange Act, as others have correctly pointed out.

As far as other possible damages, the fact pattern wouldn't seem to support it. Doyle made an offer, WPT tries to get him for comment, and then there's no further communication. There's no completed contract, I would assume (WPT's communication sounds like a request to talk further, not an acceptance of the offer).

And common law or equitable remedies wouldn't seem to apply either - even if WPT did something acting in reliance of this offer to its own detriment, it probably wouldn't be reasonable to have done so just based on one communication of an offer, and a peculiar one at that.

But I'm in the same boat as everyone else. We don't know many of the facts crucial to determining what's going to happen to Doyle, if anything.

[Timer]

Doyle's son Todd is a very savvy stock market investor. I don't know Todd, but I know people who do, and they've told me he's made millions in the stock market.

So when Pappa asks his boy what he thinks of the WPT stock does he say, "I think it'll be worth a billion dollars five years from now," or does he say, "Dad, that stocks full of hot gas. They don't make any money, law suits are looming, and as soon as the 'poker boom' cools off it'll be worth next to nothing. Stay away from that turkey."

I tend to think it is the latter rather than the former.

[Bolivia]

It's totally illegal to make an offer to jack up the stock price if you have no intentions to really purchase the company. This is highly illegal [censored], keep in mind Martha Stewart went to jail for something even lesser (if i remember correctly she was not involved in the actual manipulation of the stock only benifited from the information). Things don't look to hot for Doyle when u consider he used a criminal/divorce law firm to prepare documents for a $700MM bid. Most people typically contract a well respected M&A group at an investment bank to provide analysis and help determine a suitable offer, with minimum retainer fees that can often be as much as $1MM. Even tho relatively speaking this $700MM is considered small in the business world, I think it's fishy to have hired a joke of a law firm to handle your business (Goodman & Chesnoff PC). Also from what I understand the Goodman, comes from the same family as the corrupt vegas mayor that was detailed in positively 5th street. Lastly, the timing is bad, cuz if Doyle does go to jail it'll take about 2 to 3 years to go through the court process, just in time for when America wakes up with it's inevitable poker hangover.

-ed

[bearly]

a very succinct post---and right on target. i think a whole lot more should be said about many of the 'poker heroes'. you'd think we were taking about danial boone, or jim bowie. and people think it's cute when they here that so-and-so left town just one step ahead of the law. i don't, and i think there are a number of rather common criminals and hustlers among the poker elite. i hope folks w/ good sources of information will follow this story.......b

To clarify once again, Martha Stewart did not go to jail on insider trading claims. Rather, she was convicted of obstruction of justice/lying to investigators investing what happened. If he was guilty of that too, Doyle Brunson would be subject to similar charges.

[mosta]

[ QUOTE ]
It's totally illegal to make an offer to jack up the stock price if you have no intentions to really purchase the company. This is highly illegal [censored], ...

[/ QUOTE ]

what law?

Bottom line: If the revered Doyle Brunson -- the Godfather of Poker and greatest living legend -- did something so that either he, his friends, or his family could profit from the manipulation of the WPT stock price...Then he should end up in jail, playing for cigs just like any other low rent crook.

[bruce]

Not exactly the first time questionable activity has been directed at Doyle.