Having participated in a few deals, I can’t imagine that there were not “terms sheets” circulated from the outset. Generally with disclaimers about not being binding, etc., but the terms sheets outline the deal on the major points that will be reflected in the final contract.
The question becomes was there a meeting of the minds and a binding agreement. Depending on how far the negotiations went, this could be similar to Pennzoil/Texaco case in the early 1980’s. There was a drafted but unsigned contract in that case but I doubt things had progressed to that stage with Citigroup, just given the time frame.
Jack
Jack
Shareholders had not approved the Citi deal and I doubt they would have. They definitely won’t now that the Wells Fargo deal is on the table. The government can’t force the Citi deal on the shareholders. Simple as that.
Both buyer and seller knew that there could be no deal under their terms until the stockholders voted.
WB might be vulnerable to some smaller damages if they violated some valid agreements, such as maybe an agreement that WB would not use the Citi offer to shop for other offers....
But I doubt they can force their deal to go through.
The stockholders will kill that in the manner I described.