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Taubman Centers Retorts

NEW YORK — Taubman Centers Inc. on Tuesday disputed allegations made by hostile takeover suitor Simon Property Group that it is attempting to deny shareholders the power to call a special meeting.<br><br>In an amended filing with the Michigan...

NEW YORK — Taubman Centers Inc. on Tuesday disputed allegations made by hostile takeover suitor Simon Property Group that it is attempting to deny shareholders the power to call a special meeting.

In an amended filing with the Michigan court that is hearing the case, Indianapolis-based Simon alleged Taubman is trying to block its $1.5 billion bid by improperly changing the bylaws of the company.

Taubman, based in Bloomfield, Mich., rebutted the charges and said that it only “clarified” its position that if shareholders vote to hold a meeting, the company’s board would decide the date.

“Given what Simon’s attempting to do, we just wanted to make sure that the rules of the road for the special meeting are in place and that there’s no confusion,” a Taubman spokesman said in published reports.

In December, Simon called for the proxies of Taubman stockholders to convene a special meeting. It takes 25 percent of the voting shares to pass.

In a statement, Taubman said it changed its bylaws “to specify in more detail the timing and procedures that would apply” to the convening of a special meeting.

The lawsuit stems from a 1998 allegation by Simon against Taubman that claimed the company violated Michigan anti-takeover statutes when Taubman family members increased their control of the company to 30 percent of shares from 1 percent without shareholder approval.

This story first appeared in the January 2, 2003 issue of WWD.  Subscribe Today.