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With an assist from the Michigan legislature, Taubman Centers, Inc., fended off a $1.7 billion hostile offer from Simon Property Group, Inc., and Westfield America Trust. The two bidders called it quits on October 8. Having been rebuffed by Taubman’s controlling investors for months, Simon and Westfield carried their battle into the courts. But they were trumped when Taubman successfully lobbied for a state law that essentially blocked the bid. Taubman is a Bloomfield Hills, Michigan-based real estate investment trust that runs about 30 shopping centers nationwide. The company received a bear hug letter from Simon on October 15, 2002; Westfield joined the bid on January 15. The two real estate companies hoped to reprise their $5.3 billion takeover last year of Rodamco North America NV, another hostile bid that they pulled off with the aid of The Rouse Company [Deals and Suits, August 2002]. While Rodamco capitulated after six months, Taubman dug in its heels. In order to be sold, Taubman’s bylaws required that two-thirds of its shares support a sale. That was a major obstacle for Simon and Westfield because their bid was opposed by the Taubman family, which controls 33.6 percent of the stock. Simon and Westfield won an early battle in federal court in May. But their victory was made moot when the Michigan legislature tweaked the state’s takeover law to say that shareholders may act in concert to vote against a hostile bid. For bidder Simon Property Group, Inc. (Indianapolis) In-house: General counsel James Barkley. Willkie Farr & Gallagher (New York): Corporate: Steven Seidman, Robert Stebbins, and associates David Carp, Laura Delanoy, Aaron Katzel, Margaret Mansouri, and Duncan Williams. Litigation: Tariq Mundiya, John Oller, Richard Posen, Steven Reisberg, and associates Christina DeIasi, Michael Diaco, and Scott Rose. Tax: Henry Cohn, Bruce Montgomerie, and associate Tiehu Liu. Real estate: Douglas Ulene. Willkie was a longtime counsel to DeBartolo Realty Corporation, which merged with Simon in 1996. Simon later hired Willkie to work on its bid for Rodamco North America. Miller, Canfield, Paddock and Stone (Detroit): Corporate & securities: David Joswick. Litigation: Carl von Ende and associate Todd Holleman. (Joswick is in Troy, Michigan.) For bidder Westfield America Trust (East Sydney, Australia) In-house: General counsel Peter Schwartz. Skadden, Arps, Slate, Meagher & Flom (New York): Corporate: Ann Beth Bejgrowicz, Morris Kramer, and Scott Simpson. Tax: John Rayis. Real estate: Rand April. Litigation: Eric Waxman and Edward Welch. (Bejgrowicz and Simpson are in London; Rayis is in Chicago; April and Waxman are in Los Angeles; and Welch is in Wilmington.) Skadden has represented Westfield for more than five years. Scott Simpson represented Westfield in the bid for Rodamco North America. For target Taubman Centers, Inc. (Bloomfield Hills, Michigan) Wachtell, Lipton, Rosen & Katz (New York): Corporate/real estate and M&A: Adam Emmerich, Trevor Norwitz, Robin Panovka, and associates David Shapiro, David Silva, and Stephanie Van Duren. Litigation: Kenneth Forrest, Bernard Nussbaum, Michael Schwartz, Rachelle Silverberg, and associates Don Cruse, Jr., Stephen DiPrima, Jonathan Moses, and Till Olbrich. Tax: David Einhorn and associate Joshua Holmes. Miro Weiner & Kramer (Bloomfield Hills, Michigan): Corporate: Kenneth Gold and Jeffrey Miro. Litigation: Joseph Aviv, Matthew Leitman, and Bruce Segal. Tax: Deborah Libes. (Libes is in New York.) Jeffrey Miro is Taubman’s outside general counsel and has represented the company for 25 years. He is also a director of Sotheby’s Holdings, Inc., the international auction house. A. Alfred Taubman, who founded Taubman Centers in 1950, ran Sotheby’s before being convicted of violating U.S. antitrust laws in 2001. Honigman Miller Schwartz and Cohn (Detroit): Litigation: Raymond Henney and I.W. Winsten. Corporate: Cyril Moscow. Honigman’s real estate department has represented Taubman in shopping center matters for several years. Moscow was asked to advise Taubman’s independent directors last year on the original solo offer from Simon.

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