The Topps Decision – Another Take On Standstills

Originally published in Blakes Bulletin on Mergers and Acquisitions, July 2007

On June 14, 2007, the Delaware Court of Chancery enjoined a shareholders meeting of the Topps Company, Inc. (Topps), at which a vote was to have taken place on its acquisition by private equity co-sponsors Madison Dearborn Partners LLP and an entity controlled by former Disney CEO Michael Eisner (together, the Eisner Group). The meeting was enjoined until (i) potential rival bidder the Upper Deck Company (Upper Deck) was released from its standstill agreement to permit it to publicly comment on the seriousness of its negotiations with Topps and to make a tender offer to shareholders and (ii) Topps made corrective disclosure regarding both the Eisner Group’s plan to retain current management and a valuation of the company by Lehman Brothers. The decision serves as an interesting