Kuhndan Posted December 15, 2012 Share Posted December 15, 2012 So Biglari now owns 19.99% of Cracker Barrel. If he owns 20% he can start reporting his % share of earnings through the income statement. He can't buy 20% because of the poison pill in place. Any accountants out there that know if he can round up his current % to 20% without tripping the poison pill? Or would he have to have the 20%? Link to comment Share on other sites More sharing options...
ragu Posted December 17, 2012 Share Posted December 17, 2012 Any accountants out there that know if he can round up his current % to 20% without tripping the poison pill? Kuhndan, I am not an accountant by any means, but I doubt BH would be able to do it, especially with Sardar not on the board. AFAIK, the numbers are guidelines, it is the level of influence that is the real arbiter. Or would he have to have the 20%? I'd imagine so. I hadn't thought of this before, but it is possible that the 20% threshold is met via CBRL repurchases and the poison pill is not triggered in that case. I know you didn't ask the question, but Sardar cares far more about economic reality than he does about accounting appearances. Best, Ragu Link to comment Share on other sites More sharing options...
Cevian Posted December 17, 2012 Share Posted December 17, 2012 For a Poison Pill to be triggered, it would need to be a factual 20% ownership which would be calculated as the number of shares owned divided by the number of share issued and outstanding. Link to comment Share on other sites More sharing options...
Vizi1 Posted December 17, 2012 Share Posted December 17, 2012 For a Poison Pill to be triggered, it would need to be a factual 20% ownership which would be calculated as the number of shares owned divided by the number of share issued and outstanding. [/quote Agreed. Poison pill is a legal question, based on facts, not an accounting question, based on judgement.] Link to comment Share on other sites More sharing options...
ragu Posted December 17, 2012 Share Posted December 17, 2012 For a Poison Pill to be triggered, it would need to be a factual 20% ownership which would be calculated as the number of shares owned divided by the number of share issued and outstanding. Cevian, The question is whether the poison pill can only be triggered by an act of the acquirer and not by an act of the entity that's protecting itself. I'd imagine the answer to that question is yes. Best, Ragu Link to comment Share on other sites More sharing options...
HJ Posted May 22, 2016 Share Posted May 22, 2016 Not quite the formal poison pill, but the Daniel Drew / Jay Gould / Cornelius Vanderbilt Erie railroad affair come to mind. Link to comment Share on other sites More sharing options...
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