Crescendo Partners: Topps Has "Set a New Low in Corporate Governance"

Mar.15.07 | About: Topps Co. (TOPP)

In an amended 13D filing on takeover target Topps Co. Inc. (TOPP), 6.6% shareholder Crescendo Partners and its representative on the Board, Arnaud Ajdler, delivered a new letter to the other members of the Board saying they've "set a new low in corporate governance" following their recent action to take power away from the Ad Hoc Committee. Ajdler said one day a Havard Business School case study will use the board's actions as an illustration of poor corporate governance.

Ajdler, who is against the $9.75 per share merger transaction with Michael Eisner's The Tornante Company and Madison Dearborn Partners, noted that Topps' board said the Ad Hoc Committee, of which Ajdler and Mr. Brog are members, no longer has the authority to monitor day-to-day developments during the go-shop period. The board appoined Allan Feder and Stephen Greenberg to monitor the go-shop period developmets. The board said Ajdler and Brog could not adequately represent the best interests of the Company's shareholders given their publicly stated opposition to the Merger Agreement.

Ajdler is also against the formation of an Executive Committee consisting of Messrs. Feder, Greenberg, Mauer, Nussbaum and Shorin. Ajdler said, "The creation of the Executive Committee is a blatant step to delegate virtually all actions of the Board to these five members, in repudiation and total disregard of the wishes of the majority of Topps' shareholders at a time when they most need full representation of their best interests in the boardroom."

Ajdler concluded, "I strongly urge the Company to reconstitute the Ad Hoc Committee, to disband the Executive Committee and to make corrective disclosure. Topps continues to ignore the will of its shareholders and continues to be run as a private club. This must stop."