Thud.

That was the sound the bid from the Royal Bank of Scotland-led consortium made. Yesterday, they made an offer to buy ABN Amro at a staggering $95.5 billion. That's 10% better than the bid made by Barclays. And yet, shares of ABN Amro actually slipped yesterday. So what's the problem?

The problem is that RBS' bid says that ABN Amro must call of its already agreed upon deal to sell LaSalle to Bank of America. Dutch courts froze that deal saying ABN should have the approval of its shareholders before it moves forward with this deal. But ABN is eager to sell LaSalle and has filed suit saying, under US law, the sale can move forward.

The lesson here is that is no one likes legal battles.

There was no doubting the mettle of Fred "The Shred" Goodwin on Tuesday, when the boss of Royal Bank of Scotland finally threw his audacious offer for ABN Amro on the table, together with partners Fortis and Banco Santander Central Hispano.

The consortium said it would make a hostile bid of 71.1 billion euros ($95.5 billion), or 38.40 euros ($51.59) per share, mostly in cash. That's about 10% more than the all-stock offer from Barclays, which is worth 34.69 euros ($46.59) at current levels.

(Continue reading this story on Forbes)

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