PeopleSoft sets date for boardroom tug-of-war

PeopleSoft set the stage for a tussle with Oracle for boardroom control by announcing on Friday that it will hold an annual shareholder meeting and director election on March 25.

Oracle has nominated replacements for four PeopleSoft board members who are up for re-election at the meeting. The move is a critical step in its efforts to complete a hostile buyout of its software rival: PeopleSoft's board has twice rejected an Oracle tender offer and has the power to overturn antitakeover measures that are blocking the bid.

As only half of the eight seats on PeopleSoft's board are up for re-election, Oracle has proposed an expansion to nine directors and has proposed a fifth nominee for that spot.

In its announcement, PeopleSoft called for the re-election of the four directors whose terms are expiring. Those up for renewal are Craig Conway, PeopleSoft's chief executive officer; George "Skip" Battle, chairman of Ask Jeeves; Frank Fanzilli, the retired former chief information officer of Credit Suisse First Boston; and Cyril Yansouni, former CEO of Read-Rite, who also serves on the boards of Tektronix and Solectron.

"We believe it is important to give PeopleSoft stockholders an opportunity to bring Oracle's efforts to disrupt our business to an end by voting in favor of the board's nominees and rejecting Oracle's nominees," Conway said in a statement.

Oracle faces several other major hurdles in its quest to buy PeopleSoft, including prolonged antitrust reviews of the deal by the U.S. Justice Department and the European Commission. It also has to deal with a PeopleSoft money-back guarantee program that could make Oracle liable for more than $1.5 billion in payments to PeopleSoft customers, if the acquisition takes place.