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Strine’s Sallie Mae Hearing

The hearing Delaware Vice Chancellor Leo Strine held in the dispute over the Sallie Mae buyout had a number of interesting features. Fortunately, a transcript is available online. (HT: Lattman)

1. Preventing a race from the courthouse. When counsel for the buyout group announced that the group would waive merger provisions restricting Sallie Mae’s ability to find other merger partners, somebody in the audience bolted. Presumably so as to go buy Sallie Mae stock on a bet that announcement of the waiver would move the stock up. Strine spotted it, had the guy dragged back in, and made the parties do a press release. That’s one way of stopping insider trading.


2. Buyout group counsel Mark Wolinsky on the merits of fairness opinions: “A fairness opinion, you know — it’s the Lucy sitting in the box: ‘Fairness Opinions, 5 cents.’”


3. Strine commenting on the plethora of counsel attending the hearing: “It’s good to know how many people in America in takes to screw in a light bulb or handle a scheduling conference.”


4. Strine on the $900 million “cloud” counsel claims is hanging over Sallie Mae’s head: “I wish I had a cloud like that.”

M&A law prof Steven Davidoff comments on the hearing and his reading of the transcript.