1. Rooster99's Avatar
    Hi Chris - I don't want to put you on the spot or have you jeopardize yourself by saying something you shouldn't, but any comments on this would be much appreciated. There are a lot of people asking this question.

    As I see it :

    1) The Board is supposed to look after shareholder interests - that is their primary job, and perhaps fiduciary duty
    2) The breakup value of RIM is significantly higher than Fairfax' offer, even with the added costs and discounts associated with a "fire sale"

    So why is the Board not pushing for the breakup so as to maximize the $ returned to current shareholders? Why would they sign off on Fairfax' offer instead, especially with the $157M cancellation fee?

    Anything you can share would be appreciated - and this is not an effort to fan flames or throw mud at RIM or the Board. I just feel like we're all missing something. I think more clarity on this issue could actually potentially go a long way to calming people down.

    TIA - R.
    10-02-13 03:14 PM
  2. Peevish's Avatar
    Who or what is RIM?

    Posted via CB10
    10-02-13 03:15 PM
  3. mset's Avatar
    Didn't we just go through this in a thread started by....wait, was it you?

    There were several reasons given. I recall giving you two big reasons why this isn't nearly as simple as you seem to think (sell units like an acquirer would and distribute proceeds to shareholders).
    SK122387 likes this.
    10-02-13 04:14 PM
  4. Chris Umiastowski's Avatar
    Ok - here are my quick thoughts. And BTW good question.

    The board doesn't have the expertise to do a breakup. The businesses are all so closely tied together, it would be very complex. Sell patents and then what happens to your operating expenses if the patents were leverage for reduced royalties on hardware? It's complicated, right?

    Look at Nortel Networks. They were in bankruptcy, so the board sold the assets but in that case the business lines were very clearly separable. Enterprise vs. Optical vs. Wireless, and then sell the patents. For BBRY I've said before (and I maintain this view) the hardware business has zero value to another company. If BBRY can't make money at it nobody else can make money making their hardware. BBM isn't necessarily worth more if they sell it off, and same goes for BES / MDM stuff.

    So the board has agreed to the LOI from Fairfax with a "go shop" clause. This lets them go out and look for other bids, potentially from people who would look to break up the company exactly as you suggested. In that case the buyer, should they feel the value was there, would bid more than Fairfax.

    If nobody bids more, then nobody (including lots of real world expert LBO companies in the tech sector) think BlackBerry is worth more.

    Hope that helps,
    Chris
    10-02-13 04:23 PM
  5. anon1727506's Avatar
    When most everything that BB does uses the same NOC... how do you break out division like hardware, BES, BBM? Gets very tricky and costly.


    But I agree, if the real value in BB is breaking it up and selling it... the shareholder deserve that money more than Fairfax.
    10-02-13 04:58 PM
  6. Morten's Avatar
    The boards main job, is to provide long term stability for Workers, company and then shareholders.
    milo53 likes this.
    10-02-13 04:59 PM
  7. Rooster99's Avatar
    Didn't we just go through this in a thread started by....wait, was it you?

    There were several reasons given. I recall giving you two big reasons why this isn't nearly as simple as you seem to think (sell units like an acquirer would and distribute proceeds to shareholders).
    You're correct that this was touched on in another thread I was involved in, but it wasn't directly addressed. I've been involved in the sale of a company at a leadership level so I'm painfully familiar with some of the issues, but still had questions. So I asked the person I personally view as having the most expertise in this area. And he cleared things up for me very, very quickly.

    Simply put - I thought this needed to be directly, and openly addressed in a listen-to-learn manner, as opposed to being part of a "this deal is so unfair" thread.

    Thanks - R.
    10-02-13 05:26 PM
  8. Rooster99's Avatar
    Ok - here are my quick thoughts. And BTW good question.

    The board doesn't have the expertise to do a breakup. The businesses are all so closely tied together, it would be very complex. Sell patents and then what happens to your operating expenses if the patents were leverage for reduced royalties on hardware? It's complicated, right?

    Look at Nortel Networks. They were in bankruptcy, so the board sold the assets but in that case the business lines were very clearly separable. Enterprise vs. Optical vs. Wireless, and then sell the patents. For BBRY I've said before (and I maintain this view) the hardware business has zero value to another company. If BBRY can't make money at it nobody else can make money making their hardware. BBM isn't necessarily worth more if they sell it off, and same goes for BES / MDM stuff.

    So the board has agreed to the LOI from Fairfax with a "go shop" clause. This lets them go out and look for other bids, potentially from people who would look to break up the company exactly as you suggested. In that case the buyer, should they feel the value was there, would bid more than Fairfax.

    If nobody bids more, then nobody (including lots of real world expert LBO companies in the tech sector) think BlackBerry is worth more.

    Hope that helps,
    Chris
    Helps a lot, Chris - many thanks for the info, and the quick response. Here's hoping the recent Cerberus interest pays off, or at least reduces the conspiracy theories.

    - R.
    10-02-13 05:28 PM
  9. Rooster99's Avatar
    The boards main job, is to provide long term stability for Workers, company and then shareholders.
    Ummm ... nope. Shareholders are first.


    From Wikipedia "Because directors exercise control and management over the organization, but organizations are (in theory) run for the benefit of the shareholders, the law imposes strict duties on directors in relation to the exercise of their duties ..." Note the "run for the benefit of the shareholders"?

    Board of directors - Wikipedia, the free encyclopedia

    - R.
    10-02-13 05:30 PM
  10. njblackberry's Avatar
    The boards main job, is to provide long term stability for Workers, company and then shareholders.
    No. Simple as that. The shareholders always come first. Sorry to disappoint you.
    milo53 and fedakd like this.
    10-02-13 05:42 PM
  11. danprown's Avatar
    It is not as simple. You have to review the applicable laws under which the corporaiton is incorporated. In Ontario, the directors have to act honestly and in good faith with a view to the best interests of the corporation (Ontatrio Business Corp. Act, S. 134(1)). The shareholders, security holders, workers -- they all may have competing interests -- but the directors must act according to what is best for the corporation, and not one group over the others, be it shareholders.



    No. Simple as that. The shareholders always come first. Sorry to disappoint you.
    m1a1mg likes this.
    10-02-13 06:47 PM
  12. danprown's Avatar
    That is incorrect in Canadian context. The "corporation" is alwasy first. Often times the shareholders' interest are co-extensive with that of the corporation's, but when there is conflict, the corporation comes first.

    Ummm ... nope. Shareholders are first.


    From Wikipedia "Because directors exercise control and management over the organization, but organizations are (in theory) run for the benefit of the shareholders, the law imposes strict duties on directors in relation to the exercise of their duties ..." Note the "run for the benefit of the shareholders"?

    Board of directors - Wikipedia, the free encyclopedia

    - R.
    m1a1mg likes this.
    10-02-13 06:54 PM
  13. danprown's Avatar
    Chris:

    I don't agree that they do not have the expertise. They could delegate. You could argue they do not have the expertise to run BBRY either.

    They have had a number of strategic reviews over the last two years assisted by a lot of reputable third parties. They must have obtained an opinion at some point what would be the return if they wound up.

    In the process a liquidator will be appointed and he will auction off the pieces after the liabilities are satisfied. The board must come out and say that in that process, they do not believe they will get more than $9 per share -- and maybe you could argue they have admitted to that when they agreed to the penalty clause or the $9 target -- but there must be some discussion on that front.

    You may be right that it is all interconnected, or that it costs X to close hardware which is more than the cash at hand, etc., but in a winding up, the big fish to buy the parts could plug them in their own operations, e.g. Samsung, Microsoft, etc. do not need the patent portfolio to pick up the hardware.




    Ok - here are my quick thoughts. And BTW good question.

    The board doesn't have the expertise to do a breakup. The businesses are all so closely tied together, it would be very complex. Sell patents and then what happens to your operating expenses if the patents were leverage for reduced royalties on hardware? It's complicated, right?

    Look at Nortel Networks. They were in bankruptcy, so the board sold the assets but in that case the business lines were very clearly separable. Enterprise vs. Optical vs. Wireless, and then sell the patents. For BBRY I've said before (and I maintain this view) the hardware business has zero value to another company. If BBRY can't make money at it nobody else can make money making their hardware. BBM isn't necessarily worth more if they sell it off, and same goes for BES / MDM stuff.

    So the board has agreed to the LOI from Fairfax with a "go shop" clause. This lets them go out and look for other bids, potentially from people who would look to break up the company exactly as you suggested. In that case the buyer, should they feel the value was there, would bid more than Fairfax.

    If nobody bids more, then nobody (including lots of real world expert LBO companies in the tech sector) think BlackBerry is worth more.

    Hope that helps,
    Chris
    fedakd likes this.
    10-02-13 07:02 PM
  14. ray689's Avatar
    No. Simple as that. The shareholders always come first. Sorry to disappoint you.
    In theory and by definition yes the shareholders come first. In practice, I would venture to guess that it's not always the case.

    Posted via CB10
    10-02-13 07:06 PM
  15. Rooster99's Avatar
    That is incorrect in Canadian context. The "corporation" is alwasy first. Often times the shareholders' interest are co-extensive with that of the corporation's, but when there is conflict, the corporation comes first.
    I stand semi-corrected : "They are also required to act honestly, in good faith and in the best interests of the corporation, rather than in their own personal interest"

    The Directors - Corporations Canada

    Canadian rules apply. So, is maintaining a smaller, privately held Blackberry more "in the interests of the corporation" than selling it for parts and returning a larger amount to the shareholders - especially when the purchasing party would actually be a subset of the shareholders?

    The section "Protecting bona fide interests of shareholders at the bottom of page 24 of the document at this link would indicate the Board should be looking after the shareholders as a whole - not the "corporation". I think. Are there any Canadian lawyers reading this?

    http://www.torys.com/Publications/Do...ctors_2009.pdf

    - R.
    10-02-13 08:10 PM
  16. danprown's Avatar
    Rooster, you should stand fully corrected. The corporation comes first. Shareholders are but one group of stakeholders in a corporation.

    Can you cite which portion of the doc you refer to. I see something about the role of securities legislation protecting the shareholders in cases of acquisitions. That may be.

    For me, you ask the million dollar question. Yes, it would be in the interest of the corporation for it to exist (than to be wound up). So, if the board believes reasonably (they are allowed great deference under the business judgment rule) that changing the ownership structure would allow it to exist and presumably prosper in the future, then they are acting in the interest of the corporation. However, the law provides that no group of stakeholders can be "oppressed." In a take-under, is anyone oppressed? The answer would depend on a study whether winding up would result in more shareholder returns than a private sale. If it does, then arguably, the minority shareholders are "oppressed" by the corporation (i.e. the Board) and/or by the shareholders who are planning the take under.

    I stand semi-corrected : "They are also required to act honestly, in good faith and in the best interests of the corporation, rather than in their own personal interest"

    The Directors - Corporations Canada

    Canadian rules apply. So, is maintaining a smaller, privately held Blackberry more "in the interests of the corporation" than selling it for parts and returning a larger amount to the shareholders - especially when the purchasing party would actually be a subset of the shareholders?

    The section "Protecting bona fide interests of shareholders at the bottom of page 24 of the document at this link would indicate the Board should be looking after the shareholders as a whole - not the "corporation". I think. Are there any Canadian lawyers reading this?

    http://www.torys.com/Publications/Do...ctors_2009.pdf

    - R.
    10-02-13 09:31 PM
  17. Rooster99's Avatar
    ... Can you cite which portion of the doc you refer to. I see something about the role of securities legislation protecting the shareholders in cases of acquisitions. That may be. ...
    Sorry, the point I'd aimed at was actually in the section "The Role of Securities Regulators" section, with the point starting "Protecting bona fide interests of shareholders ". So I guess it didn't apply, and thanks for correcting me.

    However, the section "Director's Duties in a Takeover Bid or an Acquisition" - "The BCE Decision", it's pretty clear that, while the interests of shareholders aren't the only factor to be considered, they are major stakeholders. If the interests of all stakeholders are to be considered, then the question is who the other stakeholders are in this situation - and there is no mention that some ephemerous entity called "the corporation" is to be considered as a stakeholder. So the idea that Blackberry as an entity should be preserved at the cost of shareholder value because it's "the corporation" the board is to act on behalf of seems pretty weak. The section "Advice for Directors as a Result of BCE" is interesting, and shows that shareholder interests are pretty high on the food chain.

    Overall I think that the board has done a very poor job of communicating to the shareholders, as the primary stakeholders here, why they have accepted the Fairfax deal and how it looks after the shareholder's interests better than a breakup. From what I read in that document, it's reasonable that the board should have had someone independent look at the situation and assess the return on a straight breakup. And they have a duty to communicate that to the shareholders.

    - R.
    10-03-13 12:01 AM
  18. anon1727506's Avatar
    Sorry, the point I'd aimed at was actually in the section "The Role of Securities Regulators" section, with the point starting "Protecting bona fide interests of shareholders ". So I guess it didn't apply, and thanks for correcting me.

    However, the section "Director's Duties in a Takeover Bid or an Acquisition" - "The BCE Decision", it's pretty clear that, while the interests of shareholders aren't the only factor to be considered, they are major stakeholders. If the interests of all stakeholders are to be considered, then the question is who the other stakeholders are in this situation - and there is no mention that some ephemerous entity called "the corporation" is to be considered as a stakeholder. So the idea that Blackberry as an entity should be preserved at the cost of shareholder value because it's "the corporation" the board is to act on behalf of seems pretty weak. The section "Advice for Directors as a Result of BCE" is interesting, and shows that shareholder interests are pretty high on the food chain.

    Overall I think that the board has done a very poor job of communicating to the shareholders, as the primary stakeholders here, why they have accepted the Fairfax deal and how it looks after the shareholder's interests better than a breakup. From what I read in that document, it's reasonable that the board should have had someone independent look at the situation and assess the return on a straight breakup. And they have a duty to communicate that to the shareholders.

    - R.
    In the real world the BoD is looking out for their interest first....
    10-03-13 10:56 AM
  19. danprown's Avatar
    The corporation cannot be considered a stakeholder. It is legally a person. Think of it as a child and the board of directors as its parents who are legally responsible for its well being.

    Stakeholders can be a lot of parties, not only shareholders, but creditors, security holders, officers. The board of directors must balance their interests in running the corporation, but the board's number one goal is the best being of the corporation. In BBRY's case is relatively simples since there is no debt or activist shareholders that have elected their own board members.

    You are not the first nor the last to get it somewhat mixed up. The courts have grappled with these concepts and the BCE decision itself demonstrates how the Ontario Court of Appeal got it all mixed up and wrong.

    This is what the Supreme Court said in in obiter (i.e. an additional thought not affecting the reasons for its decision):

    [66] The fact that the conduct of the directors is often at the centre of oppression actions might seem to suggest that directors are under a direct duty to individual stakeholders who may be affected by a corporate decision. Directors, acting in the best interests of the corporation, may be obliged to consider the impact of their decisions on corporate stakeholders, such as the debentureholders in these appeals. This is what we mean when we speak of a director being required to act in the best interests of the corporation viewed as a good corporate citizen. However, the directors owe a fiduciary duty to the corporation, and only to the corporation. People sometimes speak in terms of directors owing a duty to both the corporation and to stakeholders. Usually this is harmless, since the reasonable expectations of the stakeholder in a particular outcome often coincide with what is in the best interests of the corporation. However, cases (such as these appeals) may arise where these interests do not coincide. In such cases, it is important to be clear that the directors owe their duty to the corporation, not to stakeholders, and that the reasonable expectation of stakeholders is simply that the directors act in the best interests of the corporation.

    Otherwise, you are correct the board has done a bad job. Most in everything they have done...

    S If the interests of all stakeholders are to be considered, then the question is who the other stakeholders are in this situation - and there is no mention that some ephemerous entity called "the corporation" is to be considered as a stakeholder. So the idea that Blackberry as an entity should be preserved at the cost of shareholder value because it's "the corporation" the board is to act on behalf of seems pretty weak.
    - R.
    Rooster99 likes this.
    10-03-13 11:49 AM
  20. Rooster99's Avatar
    The corporation cannot be considered a stakeholder. It is legally a person. Think of it as a child and the board of directors as its parents who are legally responsible for its well being.

    Stakeholders can be a lot of parties, not only shareholders, but creditors, security holders, officers. The board of directors must balance their interests in running the corporation, but the board's number one goal is the best being of the corporation. In BBRY's case is relatively simples since there is no debt or activist shareholders that have elected their own board members.

    You are not the first nor the last to get it somewhat mixed up. The courts have grappled with these concepts and the BCE decision itself demonstrates how the Ontario Court of Appeal got it all mixed up and wrong.

    This is what the Supreme Court said in in obiter (i.e. an additional thought not affecting the reasons for its decision):

    [66] The fact that the conduct of the directors is often at the centre of oppression actions might seem to suggest that directors are under a direct duty to individual stakeholders who may be affected by a corporate decision. Directors, acting in the best interests of the corporation, may be obliged to consider the impact of their decisions on corporate stakeholders, such as the debentureholders in these appeals. This is what we mean when we speak of a director being required to act in the best interests of the corporation viewed as a good corporate citizen. However, the directors owe a fiduciary duty to the corporation, and only to the corporation. People sometimes speak in terms of directors owing a duty to both the corporation and to stakeholders. Usually this is harmless, since the reasonable expectations of the stakeholder in a particular outcome often coincide with what is in the best interests of the corporation. However, cases (such as these appeals) may arise where these interests do not coincide. In such cases, it is important to be clear that the directors owe their duty to the corporation, not to stakeholders, and that the reasonable expectation of stakeholders is simply that the directors act in the best interests of the corporation.

    Otherwise, you are correct the board has done a bad job. Most in everything they have done...
    I "Thanked" you for this as I appreciate the info. I didn't "Like" it though - not because it wasn't good info, but because I seriously dislike the situation. Just thought I'd clarify that <g>.

    Based on your info, it seems to me that the main question is still whether the board is acting in the best interests of the "corporation" by allowing such a low bid along with resultant privatization - which could still result in a breakup. Or if they should, according to their duties as Directors, liquidate the company and return a higher value to the current shareholders. I think there's little doubt a liquidation would bring in more net $ than the Fairfax offer - and if that's not the case, it should be explained more fully and clearly.

    So what can/should the minority shareholders like myself, who bought in well above the current Fairfax offer and see it as predatory, with a weak board seeking the easy way out (or acting in the interests of a subset of the shareholders), do? My thought is to vote No to the Fairfax bid, if that can be done, leaving the board with no other way out than to, as you said, appoint a liquidator if there are no other bidders for the company as a whole. Of course that vote may be overriden, but there are ways of gaining publicity for the feelings of the non-Fairfax shareholders that may sway things. The mere threat of such action/publicity may force the board to be more forthcoming. Your thoughts would be appreciated.

    TIA - R
    10-03-13 02:15 PM
  21. danprown's Avatar
    Thanks for the discussion. It all depends really on whether there are 1. Competing bids 2. Likelihood of a higher return to shareholders in a wind-up. 3. What is the amount of your loss.

    On 1. It is too early to tell.

    On 2. Management is not likely to say at this point, well, we have a study form JP Morgan from last year, we can't break up and expect more than 9 bucks per share. Maybe they do have it, maybe they don't. Unless you do a study yourself, you have to ask a court or BBRY to fund it.

    3. It is up to you whether you want to sink additinal significant sums into legal action. If you are in Ontario, if you lose, you become exposed to costs. In the US, it all depends. You need expert evidence on the issue of valuation, which is in the hundreds of thousands on this scale.

    Usually, in a smaller corporations, when there is a deadlock as to the direction of the corporation or no likely chance for a "take-over," one can apply to the Ontario courts for a court appointed wind-up and/or ask for the majority shareholder to buy out minority shareholder who is "opressed" at a determined price (the court will ask the parties to agree on an expert to determine the price). "Opression" does not occur only when there is "malice," it may just be an effect of the board's conduct. It is a broad test, but "expensive" one in legal fees, since there is no real certainty what a court will decide.

    Unfortunately, I doubt you will find a big firm in Toronto with the necessary expertise to touch this file because they are or will be conflicted out. Even if not, they will likely angle for future work. The situation is better in the US depending where you are as there are more firms and more likely to take the case on a contingency basis but only depending on your losses.

    Your best bet is to talk to a bunch of different lawyers... and, if no one is interested, move on. There might be an outside chance you start an application for a wind-up and BBRY settles you out just to get rid of the nuisance.

    I "Thanked" you for this as I appreciate the info. I didn't "Like" it though - not because it wasn't good info, but because I seriously dislike the situation. Just thought I'd clarify that <g>.

    Based on your info, it seems to me that the main question is still whether the board is acting in the best interests of the "corporation" by allowing such a low bid along with resultant privatization - which could still result in a breakup. Or if they should, according to their duties as Directors, liquidate the company and return a higher value to the current shareholders. I think there's little doubt a liquidation would bring in more net $ than the Fairfax offer - and if that's not the case, it should be explained more fully and clearly.

    So what can/should the minority shareholders like myself, who bought in well above the current Fairfax offer and see it as predatory, with a weak board seeking the easy way out (or acting in the interests of a subset of the shareholders), do? My thought is to vote No to the Fairfax bid, if that can be done, leaving the board with no other way out than to, as you said, appoint a liquidator if there are no other bidders for the company as a whole. Of course that vote may be overriden, but there are ways of gaining publicity for the feelings of the non-Fairfax shareholders that may sway things. The mere threat of such action/publicity may force the board to be more forthcoming. Your thoughts would be appreciated.

    TIA - R
    10-04-13 08:26 AM
  22. milo53's Avatar
    Dang, Thor made those quotes 2 days apart?
    11-01-13 12:12 AM
  23. m1a1mg's Avatar
    An excellent thread. I still don't get the "low" bid statement so many are making. Things may have more worth to you than they do to someone else. To FF, the worth of BBRY is $9 per share. That comes from a man who sat on the board. The worth to the market is currently less than $8. That is the worth of a majority of share traders who seem to think $9 won't happen.

    What you paid for something is completely irrelevant. What someone is willing to give you for that thing is all that counts.
    Sith_Apprentice likes this.
    11-01-13 08:48 AM
  24. fedakd's Avatar
    This isn't exactly true, Chris.

    Nortel had no idea as to how much its patents were worth. From a meager initial bid price of a few hundred million, to a final bid price of over $4B, that is quite a difference. Had Nortel known this they could have licensed off their patents and kept afloat. The fact is that BlackBerry is worth more in pieces than as a whole. They should be broken up. It's quite simple, really. Unfortunately, the current Board of Directors hasn't a SNIFF as to how to run a business.

    Ok - here are my quick thoughts. And BTW good question.

    The board doesn't have the expertise to do a breakup. The businesses are all so closely tied together, it would be very complex. Sell patents and then what happens to your operating expenses if the patents were leverage for reduced royalties on hardware? It's complicated, right?

    Look at Nortel Networks. They were in bankruptcy, so the board sold the assets but in that case the business lines were very clearly separable. Enterprise vs. Optical vs. Wireless, and then sell the patents. For BBRY I've said before (and I maintain this view) the hardware business has zero value to another company. If BBRY can't make money at it nobody else can make money making their hardware. BBM isn't necessarily worth more if they sell it off, and same goes for BES / MDM stuff.

    So the board has agreed to the LOI from Fairfax with a "go shop" clause. This lets them go out and look for other bids, potentially from people who would look to break up the company exactly as you suggested. In that case the buyer, should they feel the value was there, would bid more than Fairfax.

    If nobody bids more, then nobody (including lots of real world expert LBO companies in the tech sector) think BlackBerry is worth more.

    Hope that helps,
    Chris
    11-01-13 08:17 PM
  25. amazinglygraceless's Avatar
    Ok - here are my quick thoughts. And BTW good question.

    The board doesn't have the expertise to do a breakup. The businesses are all so closely tied together, it would be very complex.
    Any BoD's that has the wherewithal to hire a firm(s) to "help them explore strategic alternatives" has exactly the same wherewithal to hire consultancies to help them figure out how to break the company up, regardless of the complexities of the business in question. BlackBerry really is not THAT unique a concern. My question would be have they done / discussed that also?
    11-02-13 04:24 PM

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