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The fight for Barnes & Noble: Does anyone win?

The fight for Barnes & Noble: Does anyone win?

To get a taste of the battle being fought over Barnes & Noble's future, I watched the 1987 movie "Wall Street," which features Michael Douglas as corporate raider Gordon Gekko. The high-flying days of corporate takeovers, proxy wars and poison pills are back again, and the bookstore company faces a determined foe in billionaire financier Ron Burkle.

Execs announced in August that they were exploring options that include putting the company up for sale. Meanwhile Burkle has been trying to increase his stake in the company, as the AP has reported. The battle is being fought on several fronts: the courts, Wall Street and press releases. And it ain't pretty. Burkle accuses B&N founder Leonard Riggio of poor management and self-dealing; Riggio raises the specter of a Gekko-like hostile takeover.

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Here's a sampling from Burkle's Yucaipa Cos.: "The [Barnes & Noble] Board's false statements are in our view nothing more than a desperate attempt to distract you from the real issues. They don't want you to think about: the Company's poor performance; the years of Board-approved related party transactions from which the Riggio family has reaped over a billion dollars; and the fact that this Board is not willing to stand up to Leonard Riggio on your behalf and say 'enough is enough'! "

The real winner in all this? Amazon, Apple, Walmart and other companies trying to eat B&N's lunch. With B&N execs consumed by the takeover battle, how can they focus on the huge structural changes in the business, including the shift from paper to digital, and the rise of mass merchandisers? It's a very, very dangerous time to get distracted -- no matter who has control of the company.

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