Guy White

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Proxy contests spill over into court for many reasons, but there are certain flashpoints of which both activists and issuers should be mindful.  For activists, these are pitfalls to avoid, while for issuers they may represent opportunities to push back…

Recent research on the adoption of majority voting rules provides some insight on how corporate governance reforms are adopted and change company behaviour, and suggests that reforms may have the greatest impact on firms that are late to adopt them.…

A decision of the Delaware Chancery Court last fall has set off a wave of books and records inspection demands by stockholders, as well as threatened litigation, for Delaware corporations that have entered into credit agreements containing “dead hand proxy…

Shareholder engagement is a key tool in a board’s toolkit to prepare for and respond to potential activist investor campaigns.  A shareholder engagement program can provide valuable information on investor opinion, allow the board to head off issues before they…

In a contest for shareholder support, control of the narrative is crucial, and the difference in perception between a board acting decisively to protect shareholders’ investments, and a board willing to do or say anything to hold onto control, can…