News & Events

On September 7, 2005, Sotheby's Holdings, Inc. entered into a recapitalization pursuant to which its largest shareholders, A. Alfred Taubman, his family and affiliates, exchanged approximately 14 million Class B Shares of Sotheby's Holdings, Inc. owned by them for $168 million in cash and 7.1 million Class A Shares of Sotheby's. Simpson Thacher represented the Special Committee of independent members of Sotheby's Board of Directors. Sotheby's Holdings, Inc. is the parent company of Sotheby's worldwide auction businesses, private sales activities and art-related financing.

As a result of this transaction, Sotheby's super-voting Class B shares, which had been outstanding since Sotheby's initial public offering in 1988, have been eliminated, as all remaining Class B Shares (which previously carried ten votes per share) have been automatically converted to Class A Shares (which carry one vote per share) on a one-for-one basis pursuant to Sotheby's charter. With this exchange, the total number of shares outstanding has decreased by approximately 11% to 57.3 million shares. There is now a single class of Common Stock outstanding with each share entitled to one vote. The Taubman family now owns 7.1 million shares, representing 12.4% of total shares and votes outstanding. Prior to this transaction, the 14 million Class B Shares owned by the Taubman family represented approximately 22% of the total shares outstanding and 62% of the total votes outstanding.

The Simpson Thacher team includes Robert Spatt, Peter Malloy, Andrew Chvatal and Kevin Lehpamer (M&A); Alvin Brown (Executive Compensation and Employee Benefits); Steven Todrys (Tax); and Paul Curnin (Litigation). Valuable assistance was provided by paralegal Scott Cross.