Neustar $NSR Under Law Firm 'Investigations' After Announcing Buyout

Investigation UPDATES below (Dec. 15-19, 2016).

Neustar Inc. (NYSR: NSR) Shares Up 21% 14 Dec 2016 (source: google.com)

Domain name registry services (.CO, .US, .BIZ, et al) and technology company, Neustar Inc. (NYSR: NSR) (Principal Domain: Neustar.biz), announced prior to the market open on December 14, 2016:

[Neustar] has entered into a definitive agreement to be acquired by a private investment group led by Golden Gate Capital in a transaction valued at approximately $2.9 billion, including debt to be refinanced. Under the terms of the agreement, which was unanimously approved by Neustar’s Board of Directors, Neustar’s shareholders will receive $33.50 per share in cash. This represents a premium of 45% to Neustar’s closing stock price on November 11, 2016, the day prior to Golden Gate Capital’s filing of a Form 13F with the SEC disclosing an equity position in Neustar. An affiliate of GIC will also invest in Neustar and will become a minority owner of the Company following closing of the transaction.

See also:

• Neustar's December 14, 2016 Press Release
• EDGAR Search Results for Neustar Inc (filings with U.S. Securities and Exchange Commission)
• Investor Relations: neustar.biz/about-us/investor-relations
• Neustar Q3 2016 Earnings Results | DomainMondo.com
• Golden Gate Capital | GoldenGateCap.com

December 14, 2016 Neustar customer announcement as filed with the S.E.C. (excerpt, emphasis added):

Dear Valued Customer,

Today Neustar announced that we will become a private company, through an acquisition led by a private investment group of Golden Gate Capital (GGC) and GIC.

When we announced in June our intent to separate into two independent companies, our primary objective was to align the value of each business with its appropriate investors and to better align our resources to address your current and future needs.

With Golden Gate Capital (GGC) and GIC, we have found an investor group that recognizes the complementary nature of our assets and businesses. Most important, they share our vision and long-term strategic direction.

At a minimum, it’s business as usual for all our customers and partners. You will not experience any interruption to the delivery of the solutions and services you have come to expect.

Golden Gate Capital (GGC) and GIC are committed to continuing to invest and improve upon our industry-leading authoritative OneID identity system which connects people, places and things and powers our marketing, risk, security and communications solutions.

Moreover, we will benefit from Golden Gate Capital (GGC) and GIC’s long investment horizon and deep expertise in the information services, technology and software sectors. This will help us strengthen our competitive advantages and enable us to bring you additional innovative, market-leading solutions, solving your greatest problems.

The transaction, which is expected to close no later than the third calendar quarter of 2017, is subject to approval by Neustar shareholders, regulatory approvals and other customary closing conditions ..."

Via press releases, Neustar's announcement has sparked 'investigations' by two law firms:

• Harwood Feffer LLP (hfesq.com) is investigating potential claims against the board of directors of NeuStar, Inc. ("NeuStar" or the "Company") (NYSE: NSR) concerning the proposed acquisition of the Company by a group led by Golden Gate Capital ("Golden Gate") ... "Our investigation concerns whether the NeuStar board of directors is fulfilling its fiduciary duties, maximizing the value of the Company, disclosing all material benefits and costs, and obtaining full and fair consideration for Company stockholders." 
• Shareholder rights law firm Johnson & Weaver, LLP (johnsonandweaver.com) has launched an investigation into whether the "board members of NeuStar, Inc. breached their fiduciary duties in connection with the proposed sale of the Company to Golden Gate Capital ..."
• UPDATE December 15, 2016:  "Brower Piven [Law Firm] Commences An Investigation Into The Proposed Sale Of NeuStar, Inc. And Encourages Investors To Contact The Firm For Additional Information"--MarketWatch.com. For more information: browerpiven.com/currentinvestigations.html
• UPDATE Dec 19, 2016: NEUSTAR, INC. SHAREHOLDER ALERT: Rigrodsky & Long, P.A. Announces Investigation Of Buyout | MarketWatch.com: "The investigation concerns whether NeuStar’s board of directors failed to adequately shop the Company and obtain the best possible value for NeuStar shareholders before entering into an agreement with Golden Gate."
• UPDATE Dec 27, 2016:  NeuStar, Inc. $NSR --:Former SEC Attorney Willie Briscoe and Powers Taylor LLP Investigate Merger with Golden Gate Capital | BusinessWire.com 27 Dec 2016: "... investigation centers on whether NeuStar’s Board of Directors is acting in the shareholders’ best interests, whether the board is properly negotiating a higher share price for the shareholders, and whether the board has employed an adequate process to review and act on the proposed transaction ..."

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A Lust for Power: Is PIMCO Like Some CCWG-Accountability Members?

Video above: Bill Gross Sues PIMCO Over Forced Exit - Bill Gross has sued PIMCO (pimco.com) and its parent Allianz SE (allianz.com - ETR: ALV) for “hundreds of millions of dollars,” claiming he was wrongfully pushed out as the bond giant’s chief investment officer by a “cabal” of executives seeking a bigger slice of the bonus pool, in other words "greed." Bloomberg's Mary Childs reports on "Bloomberg Markets." Published on Oct 8, 2015

“Driven by a lust for power, greed, and a desire to improve their own financial position and reputation at the expense of investors ..." --Bill Gross Lawsuit Claims

Greed? In the financial industry? "I'm shocked."

Of course, the financial industry is not unique in this regard--it is now clearly evident, that there are a few members of the CCWG-Accountability (Cross Community Working Group on Enhancing ICANN Accountability) who have been, from the beginning, working on their own lustful power grab, or "greed," for control over ICANN, and apparently intend to impair or destroy ICANN's (and its Board of Directors') fiduciary duties to the global multistakeholder community and the global public interest. See: Domain Mondo: China (CAICT) Objects to ICANN CCWG Accountability 2nd Draft Proposal. For them, "Accountability" is a mere euphemism for "Power"--NOT enhancing ICANN accountability BUT enhancing their own Power--they intend to be "in control" of their proposed Single Member which would rule over the post-IANA transition ICANN and its Board of Directors. Remember, it is the "ICANN stakeholders" who currently select, directly or indirectly, 15 of the 16 voting members of the ICANN Board of Directors! But even that's not enough power (Carl Icahn would be flabbergasted by their chutzpah!)--they want to be able to overrule the ICANN Board even when to do so violates ICANN's (and the Board's) fiduciary duties to the global multistakeholder community and the global public interest:

"Sole Member given reserved power under Bylaws to override Board decision directly, regardless of Board fiduciary duties." - Legal counsel for CCWG-Accountability (pdf) opinion on CCWG 2nd draft Report (emphasis added)

But not all CCWG members are in agreement--and certainly ICANN community members do not all agree with the "power grab"--

"... Let¹s not suggest that the community is in full agreement on the 2nd draft CCWG proposal, it is not. Let¹s not suggest that the board is (nothing but) working against us, it is not. We have agreement on the most important ingredients of the proposal: specific powers for the community that can be enforced. We do not have agreement on the mechanism to implement these..."-- Roelof Meijer (CCWG mail list, October 8, 2015)(emphasis added)

Even one of the original supporters of the CCWG's 2nd Draft Report's Single Member Model now concedes:

"None of us know what will or won’t be approved by the [ICANN] stakeholder groups because at the moment there’s nothing for them to approve. At the moment no one in their right mind would approve our second draft proposal because of the feedback that it has."-- Jordan Carter, ICANN CCWG member, Oct 6, 2015 meeting transcript, emphasis added)

Apparently, from reading the CCWG mail list, we have some members of the CCWG who are not "in their right mind" since they have taken the hardline position to proceed with the Single Member Model (SMM or CMSM) in defiance of the feedback from the Public Comments, including that from the ICANN Board of Directors.  We may find out in Dublin, at the ICANN 54 meeting, if those who 'lust for power' will be successful in impairing or destroying ICANN's fiduciary duties to the global multistakeholder community and the global public interest. Some of these hardliners appear willing to destroy ICANN and the IANA transition in the process. Let's be clear what these CCWG-Accountability hardliners really want:

Complete power over ICANN to be in the hands of a few powerful ICANN "stakeholders," to the complete exclusion of the global internet community--

“... Having been a member or observer of many of these entities [ICANN stakeholder groups] I have found that they are often disorganized, ruled by a few strong personalities in a sea of apathy, and given to making up rules on the fly when needed. They do not even necessarily follow the rules they have agreed to in the charters, though some do, not all of them.  And for the most part, though they are supposed to [be] transparent, most aren't. So what I fear is that they are accountable to none except the few strong personalities..." -- Avri Doria, CCWG mail list, (emphasis added)

"... I agree that we have not (in this [CCWG] group) explored the accountability of stakeholder entities to their members, or the accountability of stakeholder entities (singly and collectively) to the larger community, or for that matter, the accountability of stakeholder entities to their non-member (and non-participating) stakeholders. If this is truly a deep concern, then it could be seen as a fundamental flaw in our entire plan, which is based on the existing stakeholder entities -- no matter how you design it (members, designators, delegates, etc.)…”-- Greg Shatan, CCWG mail list (emphasis added)

This "power grab" has nothing to do with ICANN Board accountability nor "enforceability"--that is a straw man argument completely refuted in a memo (pdf) from the Jones Day law firm distributed on the CCWG mail list October 8, 2015.

Caveat Emptor!

See also on Domain Mondo:

• IANA Transition: ICANN Board Also Rules Out CCWG Designator Model Oct 6, 2015
• Why the ICANN Board Does NOT Support the Single Member Model Oct 2, 2015
• IANA Transition, ICANN Accountability, "Has Always Been About POWER" Oct 1, 2015
• ICANN Board Does NOT Support CCWG Proposed Membership Model Sep 27, 2015
• China (CAICT) Objects to ICANN CCWG Accountability 2nd Draft Proposal Sep 24, 2015
• Only 19 of 90 Comments Support ICANN Accountability [CCWG 2nd draft] Proposal Overall Sep 22, 2015
• ICANN CCWG-Accountability Co-Chair Comments on the Public Comments Sep 15, 2015

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