Proxy Contests

News & Analysis as of

The Troubled Track Record of the Proxy Strike Suit

The recent wave of proxy strike litigation, once thought to be on the rise in 2012 and 2013, has now gone two years without a significant court victory. After one notable early success, decision after decision has gone...more

Social Media and Proxy Contests

As the use of social media continues to grow, social media is likely to play an increasingly more prominent role in proxy contests. In this context, the recent Compliance and Disclosure Interpretations issued by the SEC’s...more

Third Point LLC v. Ruprecht — Activism Confronts the Rights Plan

The Delaware Court of Chancery refuses to enjoin Sotheby’s annual meeting and allows Sotheby’s “poison pill” to protect against an activist’s proxy contest. Implications for our Clients - In a thirty year-long...more

SEC Staff Guidance on the Use of Social Media in Securities Offerings, Tender Offers, Business Combinations and Proxy Contests

The staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) recently provided guidance on applying its rules regarding communications in connection with securities offerings, tender...more

Corporate Finance Alert: SEC Eases Social Media Restrictions

Last week, the staff of the U.S. Securities and Exchange Commission’s (SEC) Division of Corporation Finance issued guidance intended to facilitate the use of social media in connection with capital markets transactions,...more

Company Press Releases During Proxy Fights May Not Be Proxy Solicitations

Overview - In Smoothwater Capital Partners LP I v. Equity Financial Holdings Inc., 2014 ONSC 324, the Ontario Superior Court of Justice held that a press release issued by Equity Financial Holdings Inc. (the “Company”)...more

Leading Cases in Pennsylvania Takeover Case Law: You’re Not in Delaware Anymore

Presented below is a brief survey of leading cases interpreting Pennsylvania corporate law in situations involving takeovers, proxy fights or other matters affecting corporate changes of control. This summary is by no means...more

Dealing with Activist Investors

Shareholder activism is on the rise. Through the first three quarters of 2013, activist investors submitted 91 initial Schedule 13D filings, well on pace to eclipse the 109 filings made in all of 2012. In addition, proxy...more

“Greenmail” Makes a Comeback

The much-maligned 1980s tactic of “greenmail” appears to have made a comeback in 2013. “Greenmail” has generally been defined as the practice of purchasing enough shares in a company to threaten a takeover, and then using...more

4 Tips For Staving Off A Second-Bite Proxy Contest

A recent surge in shareholder activism was punctuated by a landmark 2013 proxy season with bigger-than-ever targets and tougher tactics that left boards scrambling. But as companies sharpen their focus on the coming year,...more

Activists Increasingly Seek a “Second Bite at the Apple”

In recent proxy seasons we have noticed an increase in the frequency of “second bite” proxy contests. These situations can take various forms, including (i) a second proxy contest by an activist that reached a settlement with...more

Proxy Contests On The Rise – Activists Emboldened By Success

According to data released last week by The Conference Board, activist shareholders are driving a significant uptick in proxy contests. During the first half of 2013, Russell 3000 companies saw more than a 45 percent spike...more

Court Upholds AGM Chair’s Rejection Of Proxies Due To Material Misrepresentations In The Dissidents’ Circular

Overview - In Hastman v. St. Elias Mines Ltd., 2013 BCSC 1069, dissident shareholders, with proxies representing over 90% of the vote, attended the Annual General Meeting (the “AGM”) of St. Elias Mines Ltd. (the...more

Court Invalidates Director Elections Due To Voting Instructions Provided By Telephone

In a recent decision,the Supreme Court of British Columbia set aside and declared invalid an annual general meeting of shareholders and the resolutions passed at the meeting following a proxy fight between management and...more

“Short Slate” Rules: A Recap

“Short slate” proxy contests (i.e., contests where a dissident is soliciting proxies in support of nominees that, if elected, would constitute a minority of the board of directors) are expected to continue to be popular...more

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