Aranow & Einhorn on Proxy Contests for Corporate Control PDF Download
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Author: Randall S. Thomas
Publisher: Aspen Publishers
ISBN: 9781567066012
Category : Law
Languages : en
Pages :
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Book Description
Widely recognized as the attorney's 'bible' for handling contested elections of boards of directors and shareholder proposals, this time-honored treatise addresses the unique demands of the past decade. Here, you'll find the most comprehensive, current and practical coverage of the critical issues surrounding these contests, plus the latest state and federal law with in-depth discussions of recent rules that can affect your every move in this highly regulated field. A virtual blueprint on how to proceed under all the newest requirements, ARANOW & EINHORN ON PROXY CONTESTS FOR CORPORATE CONTROL brings you all-new material on such crucial topics as: SEC regulations of proxy solicitations the form of proxy Federal antifraud rules Proxy contest defensive tactics Executive pay the new shareholder communications rules Disproportionate voting rights the shareholder proposal rule Joint tender offer and proxy contests. ARANOW & EINHORN ON PROXY CONTESTS FOR CORPORATE CONTROL takes you step-by-step through the considerations and legal intricacies of successfully initiating - or defending against - a proxy contest. from preparing for a contest and meeting to the solicitation of proxies to conducting the meeting, you get a thorough evaluation and indispensable 'how-to' problem-solving guidance not available anywhere else.
Author: Randall S. Thomas
Publisher: Aspen Publishers
ISBN: 9781567066012
Category : Law
Languages : en
Pages :
Get Book Here
Book Description
Widely recognized as the attorney's 'bible' for handling contested elections of boards of directors and shareholder proposals, this time-honored treatise addresses the unique demands of the past decade. Here, you'll find the most comprehensive, current and practical coverage of the critical issues surrounding these contests, plus the latest state and federal law with in-depth discussions of recent rules that can affect your every move in this highly regulated field. A virtual blueprint on how to proceed under all the newest requirements, ARANOW & EINHORN ON PROXY CONTESTS FOR CORPORATE CONTROL brings you all-new material on such crucial topics as: SEC regulations of proxy solicitations the form of proxy Federal antifraud rules Proxy contest defensive tactics Executive pay the new shareholder communications rules Disproportionate voting rights the shareholder proposal rule Joint tender offer and proxy contests. ARANOW & EINHORN ON PROXY CONTESTS FOR CORPORATE CONTROL takes you step-by-step through the considerations and legal intricacies of successfully initiating - or defending against - a proxy contest. from preparing for a contest and meeting to the solicitation of proxies to conducting the meeting, you get a thorough evaluation and indispensable 'how-to' problem-solving guidance not available anywhere else.
Author: Edward Ross Aranow
Publisher:
ISBN:
Category : Proxy
Languages : en
Pages : 720
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Book Description
Author: Randall S. Thomas
Publisher:
ISBN:
Category :
Languages : en
Pages : 0
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Book Description
This article focuses on proxy contests for corporate control. In a proxy contest for corporate control, shareholders try to wrest control of a target corporation from the existing board of directors by winning a corporate election of directors. Issue contests, by comparison, are proxy contests over fundamental corporate changes, such as merger proposal or charter amendments, or proxy solicitations relating to shareholder proposals under Rule 14a-8. Lucian A. Bebchuk and Marcel Kahan, Proxy Contests, A Framework For Analyzing Legal Policy Towards Proxy Contests, 78 Cal. L. Rev. 1071, 1074-1075 (1990). This Article will use the term proxy contests to mean proxy contests for corporate control. It will use the term joint offer to refer to a joint tender offer and proxy contest.
Author:
Publisher:
ISBN:
Category : Corporation law
Languages : en
Pages : 896
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Book Description
Author: Edward Ross Aranow
Publisher:
ISBN:
Category : Proxy
Languages : en
Pages :
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Book Description
Author: Edward Ross Aranow
Publisher:
ISBN:
Category :
Languages : en
Pages : 692
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Book Description
Author: Randall S. Thomas
Publisher:
ISBN:
Category :
Languages : en
Pages : 120
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Book Description
This paper surveys the empirical literature on shareholder voting, specifically on votes related to contested and uncontested director elections and on management proposals. While much of current theory depicts shareholder votes as an ineffective control on the board's decision making, the empirical literature paints a more nuanced picture. When a proxy contest breaks out, shareholders wield immense influence. These contests tend to have significant benefits for the corporation, including facilitating a change in management, reducing unnecessary liquidity, and prompting the payout of dividends. Even in uncontested director elections, shareholders' decisions to vote for or withhold their vote reflect the company's performance. The decision to withhold has some albeit slight impact on improving corporate performance going forward. Finally, the evidence suggests that shareholders seriously scrutinize management proposals, instead of blindly following management. ISS and institutional investors have led the charge in this area. For votes on mergers and acquisitions, shareholders do not block all bad acquisitions but do push the scales towards maximizing company value. For management compensation proposals, shareholders appear largely unconcerned with the company's performance but deeply concerned with how the plan dilutes share value. Overall, shareholder voting plays a significant role in corporate management that deserves further research.
Author: Amy L. Goodman
Publisher: Aspen Publishers
ISBN:
Category : Business & Economics
Languages : en
Pages : 938
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Book Description
Written by leading authorities, the Second Edition of A Practical Guide to SEC Proxy and Compensation Rules provides expert analysis and valuable tips and pointers on everything you need to know to master the proxy process and ensure compliance with the SEC's rules. You get comprehensive guidance on such essential issues as: Preparing the executive compensation tables and compensation committee report -- plus examples and the full text reports of seven companies -- Explanations of the FASB rules on accounting for stock options -- Discussions on the requirements necessary to ensure the tax deductibility of executive compensation under IRC Section 162(m) -- Descriptions of the disclosure requirements for a company seeking shareholder approval of certain employee benefit plans -- Analysis of institutional activism under the proxy rules -- And much more. Insightful analysis throughout this guide of how companies have responded to the SEC regulations and on the positions taken by the SEC will help you prepare day-to-day disclosures as well as long-range plans. Valuable appendixes contain SEC and DOL releases, rules and regulations.
Author: Alon Brav
Publisher: Now Publishers Inc
ISBN: 1601983387
Category : Business & Economics
Languages : en
Pages : 76
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Book Description
Hedge Fund Activism begins with a brief outline of the research literature and describes datasets on hedge fund activism.
Author: Jeffrey N. Gordon
Publisher:
ISBN:
Category :
Languages : en
Pages : 29
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Book Description
The current debate over shareholder access to the issuer's proxy for the purpose of making director nomination is both overstated in its importance and misses the serious issue in question. The Securities Exchange Commission's new e-proxy rules, which permit reliance on proxy materials posted on a website, should substantially reduce the production and distribution cost differences between a meaningful contest waged via issuer proxy access and a freestanding proxy solicitation. The serious question relates to the appropriate disclosure required of a shareholder nominator no matter which avenue is used. Institutional investors and other shareholder activists should focus their energies on working through the mechanics of waging short-slate proxy contests using e-proxy solicitations. Activist institutions need to prepare the disclosure package required under the existing proxy rules. Such disclosure may be tested (and refined) through litigation, but a standardized package should emerge relatively quickly that the institution could use in proxy contests without a control motive. Institutional investors need to become facile with the e-proxy model (including coordinating a practice for opting-in to web-access) and should appreciate the extent to which proxy advisory services will do much of the actual solicitation work. If institutions are unwilling to make the relatively modest investment to master the mechanics of e-proxy contest, both in their initiation as well as voting in support of them, then their role in corporate governance will necessarily be limited.
