Topic
Proxy Contests
57 published works
Securities Law Exchange
Key Takeaways from New Universal Proxy Rules Webinar
By Scott Bell
Late last year, the Securities and Exchange Commission (SEC) approved amendments to the federal proxy rules to, among other things, mandate the use of a universal proxy card in public…
California Corporate & Securities Law Blog
Why Do Boards Get To Spend Money In Proxy Contests
Recently, UCLA Law School Professor posed the question "Why do boards get to spend corporate money to fight off proxy contests?" His answer is answer "because the courts say so". …
Valuation Litigation & Shareholder Rights Blog
Delaware Chancery Rules Activist Investors Cannot Use 220 Demand in Aid of Potential Proxy Contest
By Jarett Sena
Recently, Vice Chancellor Slights refused to grant Carl Icahn and affiliates’ novel request for a company’s books and records in order to mount a proxy contest against Occidental for agreeing…
Corporate & Securities Law Blog
Delaware Court of Chancery Holds that a Stockholder’s Disagreement with a Board’s Business Judgment and Intent to Pursue a Proxy Contest is Not a “Proper Purpose” for a Section 220 Demand
By Jeffrey Fessler, John Stigi
In High River Limited Partnership v. Occidental Petroleum Corp., C.A. No. 2019-0403-JRS, 2019 WL 6040285 (Del. Ch. Nov. 14, 2019) (Slights, V.C.), the Delaware Court of Chancery held that a…
Timely disclosure
Hemostemix Proxy Contest: Will Dissidents Succeed in Making a Clean Sweep of the Boardroom?
On August 22, 2016, a group of shareholders commenced a proxy contest to change the entire board of Hemostemix Inc. (Hemostemix), a widely-held, micro cap, clinical-stage biotechnology company (TSXV:HEM, OTCQX:HMTXF).…
Corporate and Securities Law
Update on Proxy Puts
Timely disclosure
When responding to an activist, a special committee’s credibility is enhanced by a clear mandate from the board
By Aaron Atkinson, Bradley Freelan
As we discussed in our previous post, a board faced with the arrival of an activist on the scene can benefit from establishing a special committee of independent directors. While…
Corporate & Securities Law Blog
“Dead Hand Proxy Puts” Garner Increased Stockholder Scrutiny In Delaware
By John Landry, John Stigi, Robin Achen
A ruling last fall by the Delaware Chancery Court has prompted a wave of 8 Del. C. § 220 books and records inspection demands on (and threatened litigation against) Delaware…
North Carolina Business Litigation Report
Business Court Denies TRO In The Midst of A Proxy Fight
The Defendant in Allcorn v. Bradley Creek Boatominium, Inc. sought an injunction against the Plaintiffs in the midst of a proxy fight as to their allegedly defamatory statements in connection…
M & A Law Prof Blog
DG launches proxy contest in FDO
By CorporateAcquisitions MergerLawBlogger
Last week Dollar General started soliciting "Gold" proxies (like golden tickets?) from Family Dollar shareholders in its campaign to vote down to have FDO shareholders vote down the Dollar Tree…