Seeing the three old men on the opposite side frowning at the same time after seeing the data on the notepad, Eric explained calmly: "Firefly still insists that it can only sell up to 25% of Firefly's shares, but because of the abc and Firefly's The place of registration is Delaware. According to Delaware's "General Company Law", as long as the parent company obtains more than 90% of the shares of the subsidiary, the board of directors of the parent company can unilaterally propose to privatize the remaining circulating shares. The form of privatization is decided by the parent company, and there is no need to consult the subsidiary’s board of directors and investors for advice. Therefore, if abc can cooperate with Firefly to acquire 90% of the shares in advance, we can purchase the remaining 10% of the shares in cash, and the remaining The shareholders of the company do not need to participate in the 25% equity replacement, and Berkshire Hathaway and Mr. Murphy’s company thus get no less equity than Mr. Buffett’s plan.”
Taxation in the United States is divided into two types: federal tax and state tax. However, the percentage of state tax varies greatly from state to state. Because of Delaware's special tax exemption policy, many companies in the United States will choose to register in Delaware.
As a well-known lawyer, Charlie Munger saw some of the problems at a glance: "But, Eric, haven't you thought about it, this plan is still likely to cause an investigation by the sec."
Although Eric's plan is not illegal, it is still a bit of an edge. As the world's most mature bond market, in order to allow the securities market to develop more healthily, the United States protects the interests of small shareholders much better than major shareholders. , Eric’s plan at this time is suspected of making ordinary shareholders lose their right to choose independently. Once this plan arouses dissatisfaction among minority shareholders and initiates a lawsuit, Firefly will still be caught in controversy.
Eric did not avoid the gaze of Charlie Munger, and said: "I have consulted with the company's lawyers, and it is not illegal. Similarly, the interests of ordinary shareholders will not be damaged, and Firefly will still sell at a price 50% higher than the stock price. buy their shares at a reasonable price.”
During the conversation between the two, Buffett couldn't help thinking about the decline of Salomon Brothers four years ago. Whenever he thinks of this matter, Buffett will feel a wave of fear in his heart. What destroyed Salomon Brothers was not simply the sham bid case, but the long litigation and credit crisis brought about by the sham bid case, before the Salomon Brothers incident. In his nearly 60 years of life, Buffett has appeared in court a handful of times, and has never been a defendant. Compared with other investors who are always in deep disputes, this can be regarded as a record.
And now. Although Buffett is very clear that accepting the plan given by Eric will maximize the interests of Berkshire Hathaway, but it will bring unnecessary legal risks to both parties to the transaction. This risk has broken The bottom line that Buffett can bear: "Eric, I disagree with your plan."
Eric was a little surprised, but Charlie Munger and Tom Murphy, who were very familiar with Buffett, didn't look strange at all. They all knew that Buffett was actually an overly cautious person in his bones.
After Buffett's voice fell, the conference room fell into silence.
but. Others also realized the implication of Buffett's last sentence. Buffett did not agree with Eric's plan, but it did not mean that he rejected the transaction. Therefore, everyone was waiting for him to continue.
Although Buffett remained calm on the surface, he was extremely entangled in his heart. Even the predicament of the Salomon Brothers a few years ago did not make him so embarrassed.
If he had absolute control over abc, although he was very excited about cooperating with Firefly, he might have rejected this deal long ago. Because he is not a good bargainer. When he feels that something is out of control, Buffett usually decisively suspends it in order not to let himself continue to waste energy, and the same is true when investing in companies. For companies that he cannot control, Buffett usually does not get entangled, but sells his shares.
The current situation of ABC has been out of his control, and even the influence he has accumulated in the investment world for decades has lost its effect, because the rise of Firefly is more legendary than his personal fortune. Except for him and his old friends who are still insisting, many major shareholders of abc have already turned to the side of Firefly.
Buffett is well aware. If there is no agreement tonight, then with the secret support of Firefly, the group of abc shareholders who turned to Firefly Pictures will facilitate this transaction by initiating an extraordinary general meeting of shareholders.
Once the transaction is in the hands of other shareholders, they can also come up with other plans to plunder Berkshire Hathaway and Tom Murphy just like the plan Eric proposed just now to abandon 10% of small shareholders. In the end, even if the economic interests are guaranteed, they will completely lose their influence on abc and the company after the merger in the future.
And once the deal finally fails, the consequences are even more unpredictable. The size of the audience in the United States is fixed. The reason why ABC has been able to take the No. 1 TV market share in North America in recent years is that, apart from its own stable operating conditions, the main reason is that the other two competitors, NBC and CBS, are both in the depressed state. Regardless of whether Firefly takes over either NBC or CBS in the future, it will pose a huge threat to ABC's status by virtue of Firefly's super content production advantages. General Electric has an absolute controlling stake in nbc, but the management still makes the company turbulent with the support of other shareholders. If abc's performance starts to decline because of this, those shareholders who are already dissatisfied with them will definitely make a bigger mess The incident, which in turn affects the operation of the TV network, creates a vicious circle.
The meeting room was silent for five minutes, and everyone was patiently waiting for Buffett to make a final decision.
Finally, after a sigh, Buffett said softly: "I will probably regret today's decision in the future."
This sentence sounded in the conference room, and everyone realized that Buffett had made a decision.
Eric smiled confidently and said, "Warren, I assure you, you will never regret today's decision."
Buffett didn't react too much to Eric's words. However, now that he has made a decision in his heart, Buffett will not continue to entangle in some details, and simply agrees to the transaction of 25% of Firefly's equity and 10 billion US dollars in cash plan.
After simply drinking a glass of champagne to celebrate, Buffett and his party rejected Eric's invitation and left the Sunset Tower Hotel by car.
In the underground parking lot. Watching the three of Buffett's cars leave, Eric turned and smiled at Katzenberg: "Jeffrey, you will host the next press conference."
Katzenberg knew that after completing the acquisition of abc, his career would take another big step. So he said excitedly: "Eric, should we hold a high-level meeting now to make preparations?"
Eric knocked on his watch: "You have to be considerate of other people's feelings. It's the weekend, not to mention it's already half past eight in the evening."
"Okay, then tomorrow." Katzenberg seemed completely unaware that tomorrow was Sunday, but Eric didn't stop it, well, those executives wouldn't scold themselves anyway.
Katzenberg hurriedly left to deal with the long-awaited reporters, while Eric and Jeffrey returned to the party with a smile.
The fact that Eric had sent champagne to the conference room had spread throughout the party, and the guests had already guessed the outcome of the incident. When they saw Eric appear, everyone flocked up to express their congratulations.
Although the final negotiation time was not long, Eric's mood was tense throughout the process. Buffett did not want this transaction to fail. The same is true for Eric, otherwise the massive work done by Firefly in the early stage will all be in vain, and everything will have to start from scratch.
At this moment, he suddenly relaxed, and a sense of fatigue followed. After a brief socializing with everyone, Eric sat down on the sofa in the corner of the hall.
Seeing Penelope walking past him deliberately with two girls, Kate Beckinsale and Charlize Theron, Eric smiled and patted the sofa beside him, Penelope did not hesitate Walked over quickly, sat down beside Eric with a smile, and saw Eric sitting in the middle of the couch without moving his position at all. The remaining two women looked at each other, and finally Charlize stepped forward and sat on Eric's left, and Kate sat down next to Charlize.
Penelope didn't pay attention to these small details. Leaning on Eric, Wei Wei said excitedly: "Eric, I went to try on the dress with Kate today, it's very beautiful, do you want to see it in advance?"
Eric was a little confused and asked, "Oscar dress?"
Penelope nodded: "Before I came to the United States, I shot Belle Epoque and was nominated for Best Foreign Language Film. I got an Oscar invitation."
Only then did Eric realize that the promotion of "Charlie's Angels" has already started. This should be the work done by MGM to promote "Charlie's Angels". Since Penelope will be present because of "Belle Epoque" Oscar, then Kate must have relied on the Shakespeare comedy "Much Ado About Nothing". In Eric's memory, this movie won nothing at the Oscars in the original time and space. It seems that MGM has done a lot of work for "Charlie's Angels". However, at this time, the two helmsmen of MGM, one who was once a Paramount executive and the other who was once the head of production of Warner Pictures, relied on their accumulated contacts over the years to operate an insignificant project for "Much Ado About Nothing". Nominated, and then justifiably let Kate appear at the Oscars is not difficult.
Thinking of this, Eric turned his head and asked Kate curiously: "What nomination did "Much Ado About Nothing" get?"
"Best Costume and Best Soundtrack," Kate said shyly. Although she hadn't been in Hollywood for long, she also knew that her attendance at the Oscars was a coincidence.
Eric remembered the situation when he participated in the Golden Globe Awards in January, and said with a smile: "These two nominations are just right. If there is no heavyweight award like the Golden Globe Awards but only one nomination for Best Picture, it will be too worthy of the name." gone."
Listening to the three talking about Oscar, a look of disappointment flashed in Charlize's eyes.
Although she moved out of the three-person shared apartment, Penelope still maintained a good relationship with the two women according to Eric's request. Although Charlize quickly hid her expression with a glass of red wine, Penelope Lopp still noticed the change in Charlize's expression, so he said to Eric: "Eric, why don't you help Charlie get an Oscar invitation letter, I think this will be a breeze for you. "
Eric glanced at Charlize, who was obviously looking forward to but kept reserved, and said, "No need, the three of you will be able to attend the award ceremony together next year, and maybe you can also be the award presenter at the same time."
Hearing Eric's refusal, Penelope didn't say anything more, but Charlize lowered her head slightly in obvious disappointment.
Kate's agile eyes turned between Eric and Charlize, and the brows raised indistinctly. She thinks, Eric did it on purpose.
Eric happened to notice the slight change in Kate's expression, but he didn't mind what she saw. With a smile on his face, he suddenly asked Kate, "Have you been smoking recently?"
Kate froze for a moment, then shook her head immediately: "No, no."
"Well..." Eric dragged his voice: "It seems that there is."
Kate also realized that her guilty conscience was too obvious, and quickly said: "If you want to deduct the salary, you can deduct mine."
Eric smiled and said, "Actually, you can also pay for the two of them privately."
Kate stared at Eric's faint smile, and realized that Eric didn't mean it seriously, so she followed Eric's tone and said: "Okay, then you punish, I will compensate them both in private. "
Eric shrugged slightly, leaned back on the sofa relaxedly, took a sip of the red wine in the glass, waved his hand and said, "Go and play, I'll rest for a while."
Perhaps it was because of her relaxed mood, when Kate heard Eric's words, she said, "You really sound like an old man."
"Oh," Eric nodded, and said, "Penny and Charlie, go and play, and Kate will stay with me, an old man, for a while."
"Charlie, let's go dance," Penelope got up and took Charlize by the arm, and walked towards the dance floor with a smile.
Eric looked at Kate who was sitting in the original position, patted Charlize's position just now, and said, "Come here."
Kate moved in the opposite direction and said, "I, I was just joking, this is a public place, you can't mess around."
"Since this is the case, why are you afraid, come here!"
Kate's attitude is quite firm: "I won't go!" (To be continued.)