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In this context, I think "Amazon will have no role in the purchase" just means that Bezos is buying WaPo with his own money, and he will own it personally. I do

by eurleif 13y ago

In this context, I think "Amazon will have no role in the purchase" just means that Bezos is buying WaPo with his own money, and he will own it personally. I don't think it precludes him from making deals between the two companies.

DannyBee 13y ago
If he did, such a thing would usually need to be approved by a disinterested majority of a disinterested quorum of directors.
- eurleif 13y ago
  In practice, is that likely to be a serious impediment?
  - DannyBee 13y ago
    Maybe? It depends on whether the deal is plausibly good for the company or not. If so, i'd say "no, it's not a serious impediment".
- jessaustin 13y ago
  At what level is this the case? If WaPo do a special optimization for Kindle? If they decide to order some laptops from AMZ? If AMZ headquarters installs a vending machine for the WaPo?
  - DannyBee 13y ago
    If Bezos, in his capacity as owner, directs them to do something. Think of it this way: Jeff Bezos is a majority shareholder (at least according to reports, he is not taking on the chairman/CEO role). Normally, the only control a majority shareholder has is to elect/remove the board. If he attempts to effect other control, particularly by suggestion to the board/whatever, they need to make disinterested decisions. So the short answer to your question is "always". Every board decision needs to be made by disinterested directors after full disclosure of the facts by any interested directors. Anything else would be a self-dealing transaction, and would possibly subject them to personal liability.
    - nknighthb 13y ago
      He's not taking majority ownership, he's taking sole ownership. He can be the one and only director, and is entitled to make decisions in the interests of the sole shareholder (himself). The rules are different when there are no minority shareholders to protect. > "Bezos himself will buy the news organization and become its sole owner when the sale is completed, probably within 60 days."
      - DannyBee 13y ago
        I doubt this is really true. It was a publicly traded company. Was it really the case that nobody else owned shares? It also has a board of directors and a chairman of the board/CEO (which is who the "Don" guy he talks about is).
        nknighthb 13y ago
        He's buying subsidiaries of The Washington Post Company, which are not publicly traded. He is not purchasing The Washington Post Company, which is a publicly traded company, and has numerous non-newspaper assets Bezos is not acquiring. This is explained in pretty much every article on the subject, including the one we're posting these comments about, and has likewise been explained in other HN comments about this purchase. This is also explained in The Washington Post Company's August 5th 8K filing with the SEC[1], which states unambiguously "the Purchaser will acquire all the issued and outstanding equity securities of [...]" and "The Purchaser will not acquire the Company’s interests in [...]".: > On August 5, 2013, The Washington Post Company (the “Company”), entered into a binding letter agreement (the “Letter Agreement”) with Nash Holdings LLC, a Delaware limited liability company (the “Purchaser”), and Explore Holdings LLC, a Washington limited liability company, as guarantor (the “Guarantor”), pursuant to which the Purchaser will acquire all the issued and outstanding equity securities of each of WP Company LLC, Express Publications Company, LLC, El Tiempo Latino, LLC, Robinson Terminal Warehouse, LLC, Greater Washington Publishing, LLC and Post-Newsweek Media, LLC (the “Publishing Subsidiaries”). The Publishing Subsidiaries together conduct most of the Company’s publishing businesses, including publishing The Washington Post, Express, The Gazette Newspapers, Southern Maryland Newspapers, Fairfax County Times and El Tiempo Latino and related websites, and operating Washington Post Live and Washington Post News Media Services and the Company’s commercial printing and distribution business and paper handling and storage business (collectively, the “Publishing Business”). The Purchaser will also acquire all other assets of the Company primarily related to the Publishing Business, including all of the Company’s rights in the name “The Washington Post”. The Company will change its corporate name within 60 days following the closing. The Purchaser will not acquire the Company’s interests in Classified Ventures, LLC, The Slate Group LLC, The FP Group, WaPo Labs and certain excluded real estate. Liabilities and assets under the Retirement Plan for The Washington Post Companies relating to the active employees of the Publishing Business will be transferred to the Purchaser. "WP Company LLC", in particular, is the newspaper The Washington Post. See e.g. [2] which says "WP Company LLC d/b/a The Washington Post.". You can further consult The Washington Post Company's press release[3], which again states: > Slate magazine, TheRoot.com and Foreign Policy are not part of the transaction and will remain with The Washington Post Company, as will the WaPo Labs and SocialCode businesses, the Company’s interest in Classified Ventures and certain real estate assets, including the headquarters building in downtown Washington, DC. The Washington Post Company, which also owns Kaplan, Post–Newsweek Stations and Cable ONE, will be changing its name in connection with the transaction; no new name has yet been announced. [1] http://services.corporate-ir.net/SEC/Document.Service?id=P3VybD1hSFIwY0RvdkwyRndhUzUwWlc1cmQybDZZWEprTG1OdmJTOWtiM2R1Ykc5aFpDNXdhSEEvWVdOMGFXOXVQVkJFUmlacGNHRm5aVDA1TURZeU9EZzRKbk4xWW5OcFpEMDFOdz09JnR5cGU9MiZmbj1UaGVXYXNoaW5ndG9uUG9zdENvbXBhbnlfOEtfMjAxMzA4MDUucGRm http://services.corporate-ir.net/SEC/Document.Service?id=P3V... [2] http://www.washingtonpost.com/terms-of-service/2011/11/18/gIQAldiYiN_story.html http://www.washingtonpost.com/terms-of-service/2011/11/18/gI... [3] http://www.washpostco.com/phoenix.zhtml?c=62487&p=irol-newsArticle&ID=1844731&highlight= http://www.washpostco.com/phoenix.zhtml?c=62487&p=irol-newsA...

by eurleif 13y ago

DannyBee 13y ago

If he did, such a thing would usually need to be approved by a disinterested majority of a disinterested quorum of directors.

eurleif 13y ago
In practice, is that likely to be a serious impediment?
- DannyBee 13y ago
  Maybe? It depends on whether the deal is plausibly good for the company or not. If so, i'd say "no, it's not a serious impediment".
jessaustin 13y ago
At what level is this the case? If WaPo do a special optimization for Kindle? If they decide to order some laptops from AMZ? If AMZ headquarters installs a vending machine for the WaPo?
- DannyBee 13y ago
  If Bezos, in his capacity as owner, directs them to do something. Think of it this way: Jeff Bezos is a majority shareholder (at least according to reports, he is not taking on the chairman/CEO role). Normally, the only control a majority shareholder has is to elect/remove the board. If he attempts to effect other control, particularly by suggestion to the board/whatever, they need to make disinterested decisions. So the short answer to your question is "always". Every board decision needs to be made by disinterested directors after full disclosure of the facts by any interested directors. Anything else would be a self-dealing transaction, and would possibly subject them to personal liability.
  - nknighthb 13y ago
    He's not taking majority ownership, he's taking sole ownership. He can be the one and only director, and is entitled to make decisions in the interests of the sole shareholder (himself). The rules are different when there are no minority shareholders to protect. > "Bezos himself will buy the news organization and become its sole owner when the sale is completed, probably within 60 days."
    - DannyBee 13y ago
      I doubt this is really true. It was a publicly traded company. Was it really the case that nobody else owned shares? It also has a board of directors and a chairman of the board/CEO (which is who the "Don" guy he talks about is).
      - nknighthb 13y ago
        He's buying subsidiaries of The Washington Post Company, which are not publicly traded. He is not purchasing The Washington Post Company, which is a publicly traded company, and has numerous non-newspaper assets Bezos is not acquiring. This is explained in pretty much every article on the subject, including the one we're posting these comments about, and has likewise been explained in other HN comments about this purchase. This is also explained in The Washington Post Company's August 5th 8K filing with the SEC[1], which states unambiguously "the Purchaser will acquire all the issued and outstanding equity securities of [...]" and "The Purchaser will not acquire the Company’s interests in [...]".: > On August 5, 2013, The Washington Post Company (the “Company”), entered into a binding letter agreement (the “Letter Agreement”) with Nash Holdings LLC, a Delaware limited liability company (the “Purchaser”), and Explore Holdings LLC, a Washington limited liability company, as guarantor (the “Guarantor”), pursuant to which the Purchaser will acquire all the issued and outstanding equity securities of each of WP Company LLC, Express Publications Company, LLC, El Tiempo Latino, LLC, Robinson Terminal Warehouse, LLC, Greater Washington Publishing, LLC and Post-Newsweek Media, LLC (the “Publishing Subsidiaries”). The Publishing Subsidiaries together conduct most of the Company’s publishing businesses, including publishing The Washington Post, Express, The Gazette Newspapers, Southern Maryland Newspapers, Fairfax County Times and El Tiempo Latino and related websites, and operating Washington Post Live and Washington Post News Media Services and the Company’s commercial printing and distribution business and paper handling and storage business (collectively, the “Publishing Business”). The Purchaser will also acquire all other assets of the Company primarily related to the Publishing Business, including all of the Company’s rights in the name “The Washington Post”. The Company will change its corporate name within 60 days following the closing. The Purchaser will not acquire the Company’s interests in Classified Ventures, LLC, The Slate Group LLC, The FP Group, WaPo Labs and certain excluded real estate. Liabilities and assets under the Retirement Plan for The Washington Post Companies relating to the active employees of the Publishing Business will be transferred to the Purchaser. "WP Company LLC", in particular, is the newspaper The Washington Post. See e.g. [2] which says "WP Company LLC d/b/a The Washington Post.". You can further consult The Washington Post Company's press release[3], which again states: > Slate magazine, TheRoot.com and Foreign Policy are not part of the transaction and will remain with The Washington Post Company, as will the WaPo Labs and SocialCode businesses, the Company’s interest in Classified Ventures and certain real estate assets, including the headquarters building in downtown Washington, DC. The Washington Post Company, which also owns Kaplan, Post–Newsweek Stations and Cable ONE, will be changing its name in connection with the transaction; no new name has yet been announced. [1] http://services.corporate-ir.net/SEC/Document.Service?id=P3VybD1hSFIwY0RvdkwyRndhUzUwWlc1cmQybDZZWEprTG1OdmJTOWtiM2R1Ykc5aFpDNXdhSEEvWVdOMGFXOXVQVkJFUmlacGNHRm5aVDA1TURZeU9EZzRKbk4xWW5OcFpEMDFOdz09JnR5cGU9MiZmbj1UaGVXYXNoaW5ndG9uUG9zdENvbXBhbnlfOEtfMjAxMzA4MDUucGRm http://services.corporate-ir.net/SEC/Document.Service?id=P3V... [2] http://www.washingtonpost.com/terms-of-service/2011/11/18/gIQAldiYiN_story.html http://www.washingtonpost.com/terms-of-service/2011/11/18/gI... [3] http://www.washpostco.com/phoenix.zhtml?c=62487&p=irol-newsArticle&ID=1844731&highlight= http://www.washpostco.com/phoenix.zhtml?c=62487&p=irol-newsA...