News & Analysis as of

Proxy Put

Don’t Be Caught Dead Handed: Avoiding Legal Challenges to Dead Hand Proxy Puts in Loan Agreements

by McDermott Will & Emery on

A number of public companies have become the target of shareholder books and records inspection demands and litigation related to certain “change of control” provisions in their loan agreements. The type of provisions at...more

Update on Proxy Puts

Strike suits against public companies for “dead hand proxy put” provisions in credit agreements have recently attracted a lot of attention. A “dead hand proxy put” provides for the acceleration of amounts outstanding under a...more

What To Expect in the Remainder of the 2015 Proxy Season

by Latham & Watkins LLP on

In this lw.com interview Latham & Watkins partners Steven Stokdyk and Jim Barrall discuss shareholder proponent types, director voter results, proxy puts and other 2015 shareholder activism trends. “There are victories in...more

Dead Hand Proxy Puts Create Litigation Risk for Lenders

Why it matters - In a noteworthy decision, the Delaware Court of Chancery ruled that a lender could be held liable for aiding and abetting a breach of fiduciary duty by directors of a public company borrower by including...more

Are “Proxy Puts” Kaput?

“Proxy put” provisions, which have been widely used in credit agreements and indentures since the 1980s, have recently garnered the attention of shareholders and plaintiffs lawyers, calling into question their value and the...more

“Dead Hand Proxy Puts” Garner Increased Stockholder Scrutiny In Delaware

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 corporations that have entered into credit...more

Proxy Puts: Consider With Caution

by Morris James LLP on

Directors of a Delaware corporation that enters into a financing agreement with a lender may breach their fiduciary duties if the financing agreement contains a common provision allowing the lender to accelerate and demand...more

The Ropes Recap: Mergers & Acquisitions Law News

by Ropes & Gray LLP on

In this issue: *News from the Courts - Refinement re “Don’t Ask, Don’t Waive” Standstill Agreements - Proposed Delaware “Medium-Form Merger” To Create an Alternative to Top-Up Options - Court Rejects...more

Board Enjoined from Impeding Hostile Consent Solicitation Without First Approving Rival Director Slate under Credit Agreement...

by Morrison & Foerster LLP on

The Delaware Chancery Court recently enjoined a board of directors from impeding a stockholder’s solicitation of written consents to replace the board, unless the board first approved the stockholder’s nominees for purposes...more

9 Results
|
View per page
Page: of 1
Cybersecurity

"My best business intelligence,
in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
Sign up using*

Already signed up? Log in here

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.