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Taubman Centers Inc. trooped into an Ohio court on Tuesday to continue fighting a $1.74 billion hostile takeover bid from Simon Property Group and Westfield America Inc. Taubman, the Bloomfield Hills, Mich.-based regional mall giant, hopes the 6th U.S. Circuit Court of Appeals in Cincinnati will reverse a May ruling from a federal district judge. The judge had determined the Taubman family violated Michigan corporate law when it teamed with other shareholders to block Simon and Westfield’s $20 per share all-cash bid. The Michigan state senate has postponed until the fall a vote on a bill that would reverse the district court’s decision. A Taubman spokesman, however, said the confluence of events was a coincidence. The appellate brief is the first step of a process that will result in oral arguments presented early fall, according to Taubman attorney Joseph Aviv of the Bloomfield Hills, Mich., law firm of Miro Weiner & Kramer. Simon and Westfield have until July 21 to respond to Taubman’s brief. Taubman will then have seven days thereafter to reply. Taubman is appealing a May 8 ruling from Judge Victoria Roberts of the U.S. District Court for the Eastern District of Michigan, who found the Taubman family in violation of the Michigan Control Share Act. The Taubman family had used a 33.6 percent voting position, including its own 30.7 percent stake and that of shareholders holding 2.9 percent, to repeatedly block efforts by Simon and Taubman to acquire their company. Though the non-Taubman family shareholders signed an agreement to vote their shares in favor of the Taubman family’s position, that agreement was later terminated in January. Roberts determined that the Taubman family violated the act by forming a group to block the deal without the consent of the other company’s shareholders. The stake narrowly constitutes a blocking position because Taubman’s corporate bylaws require 66 percent of its shareholders to approve any deal. But, Taubman’s attorneys contend Roberts’ ruling is wrong because it also penalizes the family for using its shares to block the deal. Aviv believes that Roberts would have been correct in penalizing the shareholders holding a 2.9 percent stake if they continued if an agreement was still in place. “The act is meant to penalize the acquisition of the shares, yet Judge Roberts penalized the Taubman family’s existing shares,” Aviv said. Simon declined comment on Tuesday. Copyright �2003 TDD, LLC. All rights reserved.

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