Charter Nominates Full Slate to TWC Board
NEW YORK (The Deal) -- John Malone and Charter Communications
Charter had until Friday to submit the nominees.
Time Warner Cable CEO Robert Marcus in a Tuesday statement decried the move as an attempt to coerce the company's board into accepting "the same lowball offer" that it previously rejected. He's right, though the principle may be lost on investors who believe that a merged Charter-Time Warner Cable would benefit from scale and improved management, especially if the hostile suitor increases its bid.
Charter, with support of Malone's Liberty Media
Charter CEO Tom Rutledge said Tuesday that his team had received positive feedback from Time Warner Cable investors and suggested that the proposed directors give shareholders the opportunity to voice their support for a merger.
"It's an interesting combination of people with cable experience, some people with prior Time Warner experience and outsiders," said Bingham McCutchen telecom and media lawyer Andrew Lipman of the board nominees.
Charter's nominees include former Time Warner Cable chief technology officer James Alan Chiddix; European cable executive Bruno J. Claude; Harvard Law School lecturer and former Eton Park Capital Management managing director Isaac Corre; former Motorola Mobility executive Marwan Fawaz; ex-Martha Stewart Living Omnimedia
"Of course, even if this board is elected, they still need to vote as fiduciaries; it doesn't necessarily mean that they would rubber-stamp any position," Lipman added.
The lawyer pointed to the example of Air Products & Chemicals'
"Those three directors actually voted in a way that was favorable to Airgas as opposed to Air Products," Lipman said.
Marcus became Time Warner Cable CEO on Jan. 1. The former TWC chief operating officer, Time Warner