the key legal issue that "longs" can hang their hat upon is:
the key legal issue that "longs" can hang their hat upon is that Sprint was bound to a "standstill' agreement through April 2013. Sprint and CLWR (Board's) are going to be forced to successfully argue, in a Court, that the release of this agreement was made as an "independent" and unbiased action and was not influenced by the BOD appointee's made by Sprint.
Based on my own dd, I do not see how they can successfully argue the release.
I think that the "long's" will prevail...Sprint will be clawed back to a 49% ownership and then it is "game on", as they say.
I also believe the "control" and ownership issue may carry this into the higher court system, as it appears these companies have "invented" a new type of business structure or operational agreement where each can point to the other and say "they have fiduciary responsibility for THAT group of shareholders and although we can stop any business sales or development activity we want, we do not have a fiduciary responsibility to THOSE shareholders". I would think some serious consideration may be given by the courts around the definition of arms-length or independent entity and subsidiary. Regardless if/how it is written in a business charter or not, what are these definitions and who has fiduciary responsibility to whom in a "novel" business structure such as this one? Can the courts allow all corporation to have one group control the assets and another control daily operations and erect a liability wall for the former?
Good point, fine. This case provides a good opportunity for the Court to define and establish certain precedents that will protect a company, and its shareholders, from a thin majority, especially when the majority position is taken will intent to defraud, mislead or with intent to usurp the assets of a company...and establish that a majority shareholder will be required to ensure true value and representation for all shareholders in any sale or representation of minority shareholders.
What I want to know is.....if all of a sudden Dish shows up and makes an offer than why wasn't this fleshed out until now? Based on comments from the board it sounds like a sale to Sprint was their only option. Hmmm, really? Of course we won't know the answer to this unless and until we hear from Dish.