JPMorgan and Bear were prompted to renegotiate after shareholders began threatening to block the deal and it emerged that several “mistakes” were included in the original, hastily written contract, according to people involved in the talks. One sentence was “inadvertently included,” according to a person briefed on the talks, which requires JPMorgan to guarantee Bear’s trades even if shareholders voted down the deal. That provision could allow Bear’s shareholders to seek a higher bid while still forcing JPMorgan to honor its guarantee, these people said. When the error was discovered, James Dimon, JPMorgan’s chief executive, who was described by one participant as “apoplectic,” began calling his lawyers who drafted the contract at Wachtell, Lipton, Rosen & Katz to seek a way to have the sentence modified. Finger pointing over the mistakes in the contracts began as bankers blamed the lawyers and vice versa.
Frankly, I have absolutely no intention of defending Wachtell. However, I have doubts as to whether these are "inadvertent inclusions" or negotiated clauses now subject to the whining of buyers in remorse.
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