3Par’s blizzard of filings continues…

This morning, at a few seconds after 7 a.m., 3Par (PAR) filed its 29th document since the beginning of what we’ll cheekily call the post-nup period when the deal between 3Par and Dell (DELL) was announced publicly. This morning’s entry was a Schedule 14D-9/A and was a very slight 11 pages. On Friday, 3Par, Dell and Hewlett Packard (HPC), which has been upping the ante with its higher bids, filed a combined total of 455 pages.

And that’s just the latest salvo. The total number of pages filed by 3Par this month, or by 3Par’s suitors about it, comes to around 1,500 pages, according to figures from Morningstar Document Research (ne⟠10-K Wizard, and, like footnoted, a unit of Morningstar Inc.). More than 900 pages of it was filed over the last week.

That’s a lot of ink. Plenty of it is plain old boilerplate, and there’s a lot of repetition. Filing an amended document may mean re-filing an exhibit with few or no changes, for example. But we sure hope 3Par is scouring every line, and no doubt Dell and HP are scrutinizing one another’s proposals carefully as well. After all, what’s the potential cost of missing a few key sentences, or a rewritten definition?

But the companies are big boys and can take care of themselves. We’re more concerned about investors. After all, the signals can be subtle, as we discovered in our own reading of 3Par’s filings from before the M&A battle really heated up. In a FootnotedPro report we put out on Friday (subscription required), we found signs of 3Par’s house-cleaning ahead of the initial deal announcement.

With the rapid-fire pace of the bidding war, how are ordinary investors supposed to keep up? Let’s assume an investor can skim a page of dense legalese, with financial tables and definitions of terms, in about a minute. That’s pretty speedy, in our experience. Even so, it would take more than seven hours without a break to read through Friday’s filings alone — and 15 hours to read everything filed last week.

We get to spend our days ploughing through the SEC’s archives. Most investors don’t have that luxury. How are they supposed to keep up?

The alternative, of course, is that this whole M&A disclosure business is just for show, that no one really expects investors to read it all, much less absorb it, and that the participants are really working from simpler and less-stultifying documents. In which case why bother, beyond keeping securities lawyers employed, and the plaintiffs’ attorneys who trail after them?

We’re not sure exactly what the solution is, but once upon a time the SEC launched a “plain English” initiative. Maybe it’s time for companies, and their lawyers, to reacquaint themselves with it.


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