The attempted takeover by UD actually has implications that may affect all businesses, regardless of what the industry, on the issue of how much knowledge shareholders are entitled to.
Madison Dearborn made the offer of 8.75 or 9.75 per share, whatever it was. When Upper Deck got wind of the offer, they approached Topps, unsolicited, and offered 10.75 per share, but before doing so, wanted access to Topps' books (a pretty standard practice in acquisitions). Topps would only do so if Upper Deck signed an agreement that they would not disclose any information in the books to the public and that they would not go public with the offer. Topps balked on the Upper Deck deal and put only the Madison Dearborn offer to a vote of the shareholders. When some angry shareholders and Madison Dearborn took it to the courts, the court held that by holding Upper Deck to this agreement, Topps breached its fiduciary duty to its shareholders, and Upper Deck was thus allowed out of the agreement.
All that may not be interesting to anyone but me, but I just found it interesting that Topps and Upper Deck made this agreement which is commonplace in such transactions, and the courts held that shareholder rights trump any such agreement. Certainly gives such agreements much less force.
