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Rather than attempting to reconcile the parties’
characterizations of particular events, we have reviewed the
entire record and related in great detail the contemporaneous
statements of the parties to the Bender transaction, the
contractual terms, the subsequent conduct of the parties to the
transaction, and the representations of Times Mirror to
shareholders and to regulatory bodies. The form of the
transaction includes the totality of the contractual arrangements
and is not limited to the design, characterization, and labels
put on the arrangements by the Times Mirror tax advisers. In
analyzing the terms and provisions of the contractual
arrangements, we have considered the interpretation of the
parties to them, as demonstrated by their conduct.
Times Mirror’s View of the Bender Transaction
Times Mirror, for good business reasons, decided to take
advantage of the existing trends in legal publishing and the
strong desire of Wolters Kluwer and Reed to acquire Times
Mirror’s interest in Bender and Shepard’s. The bidders agreed to
the CJV “reorganization” structure promoted by PW and GS and
endorsed by GD&C and E&Y because that was the only way they could
acquire their target.
Times Mirror was anxious to have the significant proceeds of
its divestiture of Bender to spend on repurchasing its own stock
and diversifying into other emerging areas. After the proposed
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