A Clash Of Hyphens
The clash of Titans in Manhattan District Court became more of a clash of hyphens when a high-level secretary from Terra Firma had to explain the notes she’d taken during a board meeting.
Kirsten Randell was questioned on her notes from a meeting of the company’s Investment Advisory Committee May 20, 2007 – the day before Terra Firma put in its £4.2 billion bid for EMI.
Randell’s handwritten notes of the meeting were projected on to a courtroom wall, and contained a line that said: “Other bidders – one at 262p.”
Terra Firma chief Guy Hands’ case hinges on proving that Citigroup banker David Wormsley led Hands to believe he was bidding against a competitor for British record label EMI.
The competitor was Cerberus Capital but it had in fact already dropped out of the auction. Hands says he would have offered up to 25 percent less – or made no offer at all – if he knew he was the sole remaining bidder.
Randell said the hyphen in her notes separated a question that had been asked by someone at the meeting from the answer that was given. She said it indicated that the issue of a rival bid at 262p had been discussed.
Citigroup lawyer Jay Cohen pointed out other hyphens in the notes and asked if they too were used to separate a question from an answer.
Randell said “not necessarily,” but said in did in the case of her note about bidders.
Hands is expected to resume his testimony Oct. 22, having already been questioned on whether he has any documents where he put in writing that his bid for EMI was based solely on his conversations with Wormsley. Hands said he wasn’t aware of any such documents.
“As you sit on the witness stand, you cannot identify one single piece of paper in the corporate records that reflects that you had a conversation with David Wormsley about his representation that Cerberus was going to bid 262,” said Citigroup lawyer Theodore Wells.
It was the last action on the third day of the trial Oct. 20, when Wells – who heads Citigroup’s legal team – suggested Terra Firma promised its investors that the EMI deal was a good one and felt obligated to sue Citigroup when it turned bad.
He already got Hands to acknowledge that his firm properly researched the purchase before the bid was made.
Terra Firma lawyer David Boies told jurors that documents and e-mails would prove the firm was tricked by Citigroup.