Update: The Wall Street Journal has a good succinct explanation of what’s going on here but it was also revealed in an earnings call that Sotheby’s paid Loeb’s court costs of around $10m:
Third Point nominees will fill three of seven seats on a new board committee tasked with reviewing “growth opportunities, marketing, sales, operations, expense management, and the use of all technology in the business.”
The committee, which can retain independent consultants to aid its work, will report back to the full board within six months. Its formation offers Mr. Loeb an opportunity to press issues he raised in his campaign, including options for the company’s real estate and a crackdown on expenses he said had run amok.
Loeb Wins by Losing at Sotheby’s – MoneyBeat – WSJ.
One of the key features of the settlement between Sotheby’s and Third Point is the creation of a new committee to chart the auction house’s path forward:
with such committee having seven total members, three of which shall be Third Point Designees and Mr. De Sole serving as Chair of such committee. The Board will also agree on a charter to govern such Business Strategy Committee and shall make appropriate amendments to the charter of the Finance Committee of the Board to accommodate the new Business Strategy Committee. The charter of the Business Strategy Committee shall include the following responsibilities:
(1) the Business Strategy Committee will be responsible for reviewing and evaluating the Company’s business strategies and making recommendations to the Board with respect to potential changes in strategy;
(2) the Business Strategy Committee will be responsible for reviewing and evaluating strategies regarding growth opportunities, marketing, sales, operations, expense management, and the use of all technology in the business;
(3) the Business Strategy Committee with have the ability to retain independent consultants to assist the committee in its work; and
(4) the Business Strategy Committee will, within six months of the date of its first meeting, report its findings and recommendations to the Board, and the Board will instruct management and any applicable employees of the Company to cooperate and work with the Business Strategy Committee members and any independent third party consultants so that the Business Strategy Committee can issue such report in the time period specified above; and
