Bloomberg

A DirecTV investor sued to block AT&T’s $48 billion takeover of the largest US satellite-television company, calling the offer “inadequate.”

Under the terms of the deal announced in May, AT&T will pay $95 for each share of DirecTV, split between $28.50 in cash and the equivalent of $66.50 in stock.

“Given the fact that the company was poised for significant future growth and success, the value of DTV stock is being significantly undervalued in the proposed acquisition,” investor David Rivera said in a complaint filed in Delaware Chancery Court. Rivera asked a judge to stop the DirecTV acquisition under its present terms and to award damages and legal fees.

In his complaint, he claims that DirecTV directors improperly agreed to an onerous breakup fee of $1.45 billion in order to block other potential suitors from making a higher bid. He also said the board’s sales procedure was “fundamentally flawed.”

“Not only did the board fail to run a full and fair sales process on the front-end of the transaction, it ensured no competing bid would emerge on the back-end as well,” according to the complaint.

[Commentary] Just when you thought the information infrastructure industry in America couldn't be consolidated any further, AT&T has announced another merger.

It's one more megadeal that promises to provide the giant carrier with more opportunities to increase its profits, while not moving the country any closer to being competitive on the global informational stage.

What's really going on is that companies are recognizing that the satellite industry can't survive. Given this reality, DirecTV needs to be rescued. Meanwhile, AT&T wants to maintain the status quo. Although it is primarily a wireless company, AT&T still has some wired operations, and is looking to hang on to the customers it already has in a quarter of the country for U-Verse, its bundled pay TV and data product. At the same time, it plans to abandon (rather than upgrade) many of its other wired customers, sell them on its more-profitable wireless services instead, and cede wired subscriptions in the rest of the country to the dominant cable operators.

We'll become two Americas: poorer people and people in rural areas depending on wireless smartphones, and richer people paying through the nose for expensive bundled services.

[Crawford is a professor at the Benjamin N. Cardozo School of Law]

Three US public companies identified as Chinese hacking victims didn’t report the theft of trade secrets and other data to investors, despite rules designed to disclose significant events.

Two of the companies -- aluminum maker Alcoa and metals supplier Allegheny Technologies -- said the thefts weren’t “material” to their businesses and therefore don’t have to be disclosed under Securities and Exchange Commission rules designed to give investors information that may affect share prices.

Scott Kimpel, a lawyer who previously worked on disclosure rules as a member of the SEC’s executive staff, said there is “a gray area where a lot of the companies are not perfectly clear on what they should be disclosing.”

Apple and Samsung Electronics blamed each other for blocking progress toward a settlement of their patent disputes in a report to the judge who has presided over their two US trials.

While both companies vowed to continue pursuing an accord to end their three-year legal fight over smartphone technology, each said its adversary has taken positions that make out-of-court resolution more difficult, according to a filing in federal court in San Jose, California.

Reaching a settlement is “impossible” as long as Samsung refuses to agree that Apple’s participation in talks can’t be used in any proceedings over royalties or possible sales bans, Apple lawyer Mark Selwyn said in the filing with US District Judge Lucy Koh, who has repeatedly urged the companies to make peace.

Michael Fazio, a lawyer for Suwon, South Korea-based Samsung, said Quinn’s published comments don’t undermine Samsung’s willingness to discuss a settlement. While Samsung doesn’t have pre-conditions for the settlement process, it’s improper for Apple to insist that participation in negotiations can’t be cited in future court proceedings, Fazio said.

“Simply put, though both parties contend that they are committed to resolution, only Apple seeks to impose an obstacle to this resolution through a unilateral condition,” Fazio said in the filing.

Federal Communications Commission Chairman Tom Wheeler said “the prospect of a gatekeeper choosing winners and losers on the Internet is unacceptable.” That’s what the FCC will be, no matter how it fashions final rules.

If it adopts toughened rules as demanded by advocacy groups, some Democratic lawmakers and content providers including Google and Netflix, Chairman Wheeler and carriers foresee years of litigation. If the FCC adopts the Chairman Wheeler proposal advanced to allow some priority arrangements as long as they aren’t “commercially unreasonable,” it could determine winners and losers on a case-by-case basis.

If it kills the preliminary proposal that passed 3-2, there would be no rules to prevent Internet service providers including AT&T, Comcast and Verizon Communications from charging to distribute Web content.

“Without rules governing a free and open Internet it is possible that companies -- fixed and wireless broadband providers -- could independently determine whether they want to discriminate or block content, pick favorites, charge higher fees or distort the market,” Democratic Commissioner Mignon Clyburn said.

Comcast and Charter Communications appointed Michael Willner, the co-founder of Insight Communications Inc., as the chief executive officer of the new cable carrier they’re creating.

Willner was CEO of Insight, one of the 10 biggest US cable operators, until 2012 when he sold the company to Time Warner Cable, according to a statement. Since then, he has been CEO of closely held Penthera Partners, a software licensing venture focused on cloud-to-mobile technology. He also was the chairman of the National Cable and Telecommunications Association twice.

Comcast’s bid to buy Time Warner Cable may be the opening act for a yearlong festival of telecommunications deals that would alter Internet, phone and TV service for tens of millions of Americans.

AT&T and DirecTV may be the next dance partners. AT&T is in advanced talks to acquire DirecTV for as much as $50 billion, according to people familiar with the matter, who asked not to be named because the talks are private.

After that, in June or July, Sprint and T-Mobile US may bring a $30 billion merger before US regulators, people said. All told, the three deals could total more than $170 billion in equity and net debt and affect more than 80 million US customers.

Judge Lucy Koh’s fingerprints are on your Gmail account, your smartphone, and, if you’re a Silicon Valley engineer, possibly your prospects for changing jobs.

Judge Koh, the California federal judge overseeing the three-year patent battle between Apple and Samsung Electronics, has so far thwarted the iPhone maker’s bid to keep Galaxy phones off the market. Now, after a jury found that both companies infringed patents, the firms are poised to take new runs at persuading Koh to order sales bans on the other.

Judge Koh also has made a mark presiding over privacy suits against Google, LinkedIn and Yahoo! In March, she blasted Google’s privacy policy as vague and possibly misleading. Not long after, Google changed its terms.

Smartphones and refrigerators just got connected. Dixons Retail, whose Currys chain sells everything from tablets to vacuum cleaners, agreed to an all-share merger of equals with Carphone Warehouse Group, a deal they say will enable them to capitalize on the growth of Internet-enabled devices, such as washing machines controlled from your phone.

The retailers are pooling resources as both continue to battle against increasing competition from Web-based retailers. AO World, the UK online appliances seller that listed shares in London in February, said it’s introducing a television offer to go alongside dishwashers and refrigerators. The merger will also help bolster defenses against mobile-network operators that are seeking to reduce reliance on third-party retailers and open more of their own stores.

Advertisers have always hated DVR and video on demand (VOD) because they give people a way to watch the stuff they like (TV shows) without any of the stuff they don’t (commercials).

Networks complain they make ad spots harder to sell, since advertisers can’t be sure when people would actually watch their programs -- a day later? A week later? If a movie studio wants to advertise an upcoming film, how can it be sure people will see its trailers before opening weekend?

The two sides have hit on a potential solution called dynamic ad insertion. That’s the industry term for swapping out old ads for new ones depending on when a prerecorded program is being watched.

Time Warner announced that it will start offering complete seasons of some of its shows on Comcast’s Xfinity TV and digital VOD platforms. That will give customers greater access to even more programming, but they’ll also have to watch more advertising, because fast-forwarding will be disabled. And the advertising will feature dynamic ad insertion, so advertisers can be assured their commercials are fresh.