HIS-and-Hers recusals

IGT Vice President Susan Cartwright said last week that the company’s board had reviewed the deal sufficiently and determined that the disclosure of 8K had not been raised to the required level to the Securities and Exchange Commission. 8K is used to report unscheduled significant events or significant changes to shareholders or federal regulators. Significant events include acquisitions, bankruptcies, or the resignation of a director.

IGT insiders say the opportunity to buy BringIt was first presented to the board by an IGT executive in December 2011. They say Patti Hart, who is also an IGT board member, refused to be involved in the purchase of BringIt, and that Millage Hart rejected him from the deal and did not share the fees paid by her company. 파워볼게임

It was months before IGT poorly disclosed the purchase of Bringit in its SEC 10-Q second-quarter earnings report in May and its annual 10-K report in November. IGT says it paid $8.1 million to a company that provided gaming technology and expertise under the titles “Sales Recognition” and “Business Acquisition” and an additional $2 million to retain three key employees for two years.

Cartwright said the entire IGT board, board committees and outside legal advisers had investigated the deal.

In a statement to the review-journal, Cartwright said, “In connection with the Bring It deal, the independent directors of IGT’s board were fully approved, consulted with outside legal advisers, and investigated the matter at executive sessions,” adding, “Therefore, disclosure was not required.”

Did they make the right call?

An SEC press spokesman declined to comment on the IGT-Bring It deal.

Jill Fish, a professor at the University of Pennsylvania Law School who specializes in corporate governance issues, said IGT has handled the Bring It issue properly. She said companies can run into problems when they over-release corporate events.

“I would like to see the board proceed in a responsible way to minimize potential conflicts,” Fish said, “and there are real limits to how much companies should disclose. Too much disclosure makes the whole process meaningless.”

It is not that IGT is reluctant to disclose.

In the same month it acquired BringIt, the company made three public announcements – participating in an investment conference; hiring a new chief financial officer; and its “Dark Knight” slot machine making its debut in Monte Carlo. In recent weeks, the company has made seven public announcements, including an agreement to deploy cloud products to 10 casinos in the U.K.; listing awards won at the European ICE Game Show and the Indian Game Conference; and a $3.2 million megabox jackpot from one of its machines at the Pala Casino near San Diego.

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