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RAPAPORT... Sotheby's top shareholder, Dan Loeb, the founder of Third Point LLC, has sued the auction house claiming its so-called ''poison pill'' shareholder rights plan purposely prevents investors from influencing the board. Loeb has nominated three directors to the board, Sotheby's has provided its own list of possible board members. Third Point attempted to increase its stake in Sotheby's from 9.6 percent to nearly 20 percent, but the board rejected the offer. Sotheby’s stated that it adopted a one year shareholder rights plan, which expires in October 2014, in response to rapid accumulation of a significant portions of the company’s outstanding common stock, including through derivatives. ''The plan is designed to limit the ability of any person or group to seize control of the company without appropriately compensating all Sotheby’s shareholders. It provides the board and shareholders with time to make informed judgments,'' according to Sotheby's board. But Loeb contended that the poison pill is not a reasonable corporate response to a takeover threat, but rather an improper attempt to thwart Third Point's proxy contest and ensure that the current board members remain firmly entrenched.
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