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One reason may be to control management change-of-control compensation in the transaction.
Moreover, the change-of-control packages were sweetened to the benefit of managers in April.
Thanks to accelerated vesting of options and stock awards, Mr. Barr stands to receive almost $20 million under so-called change-of-control provisions in his contract.
Mr. Zannino is also in line for a financial windfall when he leaves, under a change-of-control provision Dow Jones adopted last summer.
Felix said in a statement that it was in talks over a potential change-of-control transaction and declined further comment.
So change-of-control bonuses and options vesting can help to align the interests of executives with those of shareholders.
That effectively means Nstar's executives will exploit a change-of-control premium that their shareholders were denied.
And last month BAA, operator of London's biggest airports, faced a possible takeover bid just as it was issuing bonds with no change-of-control clause.
Trevor Pritchard, of Standard & Poor's, a rating agency, notes that apart from the new fashion for change-of-control clauses, covenants remain weak.
In a crowded courtroom on Monday, Mr. Christensen told Judge Joseph J. Farnan Jr. of Federal District Court that the "merger of equals" was really a change-of-control takeover and that Mr. Kerkorian should have received a premium for his 89 million shares.
The biggest portion relates to the loss of deferred tax assets which are either at risk due to change-of-control regulations or no longer effective after completion of the intended domination and profit-and-loss transfer agreement with Vodafone.
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