Nine of them filed the papers. One did not.

That is Tiffany's count, and Tiffany was the side making the argument, so read it as a claim.

Here is what it was about.

In November 2019, LVMH agreed to buy Tiffany for 135 dollars a share. Then 2020 arrived. Shops closed. Travel stopped. People stopped buying jewellery. The price LVMH had promised was a price for a different world.

LVMH wanted it lower. The contract gave them no way to ask, because they had taken on the risk of a bad economy when they signed.

So the pressure came from somewhere else. It came from what stayed undone.

The paperwork

A deal that size needs approval from competition authorities in several places. The European Union counts as one approval for all of it, not one per country.

Someone fills in the forms. Someone sends them. The authority looks at them and says yes or no.

It is ordinary office work, and it has a date attached. If the approvals were not in place by 24 November 2020, the deal could fall apart on its own.

By 24 August, three of these approvals had not been applied for at all. Two weeks later, the European Union and Taiwan still had no formal request from LVMH. Japan and Mexico were filed and waiting.

The forms stayed unsent, month after month, while the clock ran.

How Tiffany saw it

This is the part I want to think about.

Nothing was hidden. But a missing form is invisible until you have something to hold it against.

Tiffany had that. Competition authorities publish what has been filed. So Tiffany looked at the other big deals announced around the same time, nine of them, all unrelated to jewellery and to each other, and pointed out that all nine had filed in Europe between March and July. Their own deal had not.

Those nine deals had nothing to do with Tiffany. Different industries, different buyers, different problems. That is worth saying out loud, because it is also why the comparison is an argument and not a proof. Deals differ. Some take longer for honest reasons.

But it moved the question. Instead of "are they stalling", which nobody can answer, it became "nine others managed this in the same months, and we did not". That is a question with a date on it.

Then came the reason

In September, LVMH told Tiffany about a letter from the French foreign ministry, dated the end of August, asking them to delay the closing until 6 January.

And LVMH said two things that same week. They would respect the request. They would not move the deadline of 24 November.

Put the two dates next to each other. If you wait until January, and November does not move, the deal is finished six weeks before January arrives. The two answers cannot both be kept.

Tiffany put it plainly in the filing: LVMH was effectively saying it no longer intended to complete the purchase.

Now the facts, and then my read, because they are different things.

The facts: the forms were missing from June onward. The letter is dated 31 August. LVMH told Tiffany about it on 8 September. Both statements were made in the same week. All of that is in the filings, and so are the dates that do not fit each other.

My read: the letter was the reason given, and the missing forms were the thing itself. The reason arrived three months after the behaviour it explained.

I could be wrong about the motive. Nobody ever proved one, because the case never reached a judgment. What I am sure of is the order of the dates.

What Tiffany did

They went to court the next day.

They asked the court to order LVMH to complete the purchase at the agreed price. The remedy they wanted was the deal itself. And they asked for one more thing: decide before 24 November.

That second request is the whole move. A ruling in December would have been useless, because the deadline would have passed and the deal would already be gone. So they asked the court to beat the clock.

Time was being used against them, so they put time on the table.

What it cost

Seven weeks later they settled. LVMH paid 131.50 a share instead of 135. Around 425 million dollars less, a little over two and a half per cent.

Tiffany kept the deal, kept 97 and a half per cent of the price, and had some of the conditions on closing removed, which mattered as much to them as the money. The deal closed in early 2021.

So the discount was real. The delay worked, partly.

What the reading changed is where it stopped. Three months of missing forms bought three dollars fifty a share, and not the deal.

Where this shows up in ordinary deals

Most of us have no court. Most of us have no public register showing what nine comparable counterparts did in the same months.

What I see instead is this. Somebody goes quiet. The sample never arrives. The contract sits unsigned with a friendly explanation attached. And there is no way to tell whether that is normal, because nobody ever wrote down what normal looks like.

Tiffany's advantage was having something to compare against, and it existed before anyone needed it.

The second half is cheaper than a court and open to anyone. Tiffany said out loud what the date was, what would happen when it passed, and that it would not move again. Naming a deadline costs nothing.

Silence carries information. A comparison is what makes it readable.

A contract cannot do this on its own. Tiffany's was well written, signed by people who could not have imagined 2020, and it held. It still needed somebody in August to look at a list of forms and understand what was missing.

Results in negotiation are not a coincidence.

Be well, Tina

Eleven findings from conversations with practitioners, one edition a week. The Limited Edition Newsletter is here. (English & Deutsch)