At least two law firms specializing in class action shareholder litigation announced Thursday that they were taking a look at the Liberty Media offer to acquire Barnes & Noble for $1 billion (see “Liberty Media Offers $1 Billion for B&N”). The Liberty deal is attracting that kind of attention because B&N’s board will have to navigate the conflicts between its chairman’s roles as largest stockholder and as representing the interests of the other shareholders as well. The Liberty offer asked chairman and largest stockholder Leonard Riggio to stay on as shareholder and in management. 

 

Complicating the issue is that investor Ron Burkle has been acquiring additional shares (see “Burkle Not Giving Up on B&N”) at prices above the Liberty offering price. 

 

The conflict issue will play out in the voting rules on the offer from Liberty, according to the New York Times. And Burkle may be able to block a sale if the rules are set up to completely neutralize Riggio’s voting influence on the outcome. The beneficiaries may be B&N’s other stockholders, if the price Liberty is paying goes up as a result.