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Bets off.


Youbet.com Inc. appears to have ended a four-month legal tussle with its largest outside investor, Rupert Murdoch-controlled Gemstar-TV Guide International Gemstar-TV Guide International, Inc. is a media company that licenses interactive program guide technology to multichannel operators, such as cable and satellite television providers, and consumer electronics manufacturers, video recorder scheduling code under brands such as VCR  Inc.

In a filing with the Securities and Exchange Commission, the Woodland Hills-based online betting firm reported that it reached a tentative settlement with Gemstar, which had sued Youbet in Delaware Chancery Court The Chancery Court of York is an ecclesiastical court for the Province of York of the Church of England.

The presiding officer, the Official Principal and Auditor, has been the same person as the Dean of the Arches since the nineteenth century .
 in September over two proposed proxy measures.

The settlement came days prior to Youbet's planned annual meeting, which was set for Jan. 23. The meeting had been scheduled for September until a judge awarded Gemstar a preliminary injunction A temporary order made by a court at the request of one party that prevents the other party from pursuing a particular course of conduct until the conclusion of a trial on the merits.

A preliminary injunction is regarded as extraordinary relief.
 to halt it. The two measures remain on the latest version of the proxy, which was issued in November.

Gemstar, which holds warrants convertible into a 51 percent stake in Youbet, had claimed that the shareholder proposals were "blatant attempts" to keep Gemstar from exercising its voting rights Voting rights

The right to vote on matters that are put to a vote of security holders. For example the right to vote for directors.


voting rights

The type of voting and the amount of control held by the owners of a class of stock.
. One proposal, for instance, would create a 67 percent supermajority Supermajority

A corporate amendment in a company's charter requiring a large majority (anywhere from 67%-90%) of shareholders to approve important changes, such as a merger.
 voting requirement for any amendments to Youbet's charter.

Calls placed to officials of both companies seeking details of the tentative settlement were not returned.

Hollywood-based Gemstar gained its stake in Youbet as part of a two-year-old agreement. Gemstar's TVG TVG TV Guide (magazine)
TVG Televisión de Galicia
TVG Tierversuchsgegner (German: Antivivisection)
TVG Television Games Network
TVG Toronto Venture Group
TVG Tri Valley Growers
TVG Time-Variable Gain
 cable network, which carries horse races, granted Youbet a license to broadcast the races and accept wagering over the Internet. In turn, Youbet granted Gemstar two warrants equal to a 51 percent stake (it currently owns 14 percent of the company).

The warrants are exercisable at a price of $2.50 each. That gives them value, since Youbet's shares closed at $3.14 on Jan. 21, more than double the $1.36 at the time the deal was signed.

Gemstar alleged that Youbet proposed the measures to protect the interests of its executives, including co-founder and Vice Chairman David Marshall, who controls a 25 percent stake.
COPYRIGHT 2004 CBJ, L.P.
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2004, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Article Details
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Title Annotation:Investments & Finance; settlement on proxy measures
Author:Biddle, RiShawn
Publication:Los Angeles Business Journal
Article Type:Brief Article
Geographic Code:1USA
Date:Jan 26, 2004
Words:295
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