- 7 -
Shortly after the Reed-Wolters Kluwer announcement, Times
Mirror’s management analyzed Bender’s competitive position in the
legal publishing market. Based upon its analysis, Times Mirror’s
management concluded that continued participation in the legal
publishing market was not the most effective use of Times
Mirror’s assets. Accordingly, Times Mirror decided to divest
itself of Bender.
The law firm of Gibson, Dunn & Crutcher LLP (GD&C) acted as
outside legal counsel for Times Mirror, TMD, and Bender in
connection with the transaction pursuant to which Times Mirror
divested itself of Bender (Bender transaction). Ernst & Young
LLP (E&Y), which served as independent auditor of Times Mirror’s
financial statements during 1994 through 1999, reviewed the tax
and accounting treatment and reporting of the Bender transaction
for Times Mirror. Sometime before November 7, 1997, Times Mirror
engaged Goldman, Sachs & Co. (GS) as a financial adviser and
facilitator for the Bender transaction.
Events Leading Up to the Bender Transaction
A. November 7, 1997, GS Presentation
GS prepared a document, dated November 7, 1997, entitled
“Monetization of Medical/Publishing Assets”, in connection with a
presentation to Times Mirror’s management regarding the Bender
transaction (November 7, 1997, GS presentation). The following
Page: Previous 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Next
Last modified: May 25, 2011