In its recent decision in NorthWest Copper Corp., 2023 BCSECCOM 602, the British Columbia Securities Commission (“BCSC”) provided new guidance on the interpretation of “acting jointly or in concert” in the context of a proxy...more
On December 22, 2023, the British Columbia Securities Commission (the BCSC) rendered a decision in NorthWest Copper Corp. (Re) clarifying when parties are considered to be “acting jointly or in concert” and the appropriate...more
A familiar corporate charter provision for many companies and, in particular, the stock holding company formed in the charter of newly converted mutual savings institution, is a limitation on voting shares beneficially owned...more
The U.S. Securities and Exchange Commission (SEC) approved mandatory “universal proxy” on November 17, 2021. The final rules will apply to contested director elections at shareholder meetings held after August 31, 2022. The...more
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". In California, it is because the...more
Recently, the frequency of stockholder demands to inspect corporate books and records pursuant to Section 220 of the Delaware General Corporation Law has increased. In turn, the case law concerning Section 220 demands is...more
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 stockholder’s mere disagreement...more
On November 14, 2019, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery rejected a demand by stockholders of Occidental Petroleum Corporation under Section 220, 8 Del. C. § 220, for documents and...more
Shareholder activism remains pervasive in the corporate landscape, as many companies continue to face new, and sometimes more sophisticated, activist situations. Recent activism-related trends indicate that the landscape is...more
As recently noted, Saba Capital Management, L.P. (Saba) has begun to escalate its attacks on the closed-end fund asset class, at the expense of retail fund shareholders.1 Saba continues its offensive against closed-end funds,...more
The Background: An insurgent won control of the board of directors of EQT Corporation in a proxy contest using a so-called "universal proxy card." The Issue: While the merits of universal ballots remain subject to debate,...more
On March 28, 2018, Skadden hosted the webinar “Navigating the Current Landscape of Shareholder Activism,” the fifth and final program in the 2017-18 SEC Reporting & Compliance and Corporate Governance Series. The panelists...more
The Deal article quoted Akin Gump's attorney Douglas Rappaport. Douglas Rappaport, a partner in the litigation practice at Akin Gump, has been quoted by The Deal in “Activist Spotlight: Litigation Strategy Moves Behind the...more
In a December 8th decision (Sarissa Capital Domestic Fund LP, et. al. v. Innoviva, Inc.), the Delaware Court of Chancery ruled in favor of Sarissa Capital Domestic Fund LP and certain of its affiliates in concluding that...more
Sarissa Capital Domestic Fund LP v. Innoviva Inc., C.A. 2017-0309-JRS (December 8, 2017) - This is a great explanation of when a director is authorized to enter into an oral agreement that is enforceable, here to add two...more
Several recent decisions applying Delaware law offer helpful insight about the impact that activist investor involvement has on board decision-making leading to a transaction and how those decisions will be reviewed by the...more
Earlier this month, General Motors ("GM") won a decisive victory in a proxy contest waged by Greenlight Capital, the activist fund headed by David Einhorn. Greenlight claimed that GM's shares, which were trading at a price...more
Under current law and practice, a shareholder of a public company that is asked to vote in a contested election of directors where a slate of directors had been proposed by the company and an activist investor would likely...more
The obvious tension between the interests of long-term investors, such as institutional shareholders, and short-term investors, principally represented by hedge fund activists, has been the subject of much discussion of late....more
This is an excellent review of the law governing when the Court will enjoin board action that affects the ability of stockholders to elect directors....more
The current surge in stockholder activism raises the interesting question whether proxy contests should be conducted fairly. Should the protagonists only tell the truth in soliciting votes or may they act like some...more
“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
In our February 4, 2015 REIT Alert, “Barbarians at the (REIT) Gates: REITs Should Be Prepared for a New World Order of Shareholder Activists, Hostile Overtures and Proxy Fights,” we addressed the increased risk faced by...more
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 with the election of the...more
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