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The Deal Pipline Quotes Olshan Partner Andrew Freedman on Director Nominee Compensation from Activist Investors

January 24, 2014

Olshan Partner Andrew Freedman was quoted in The Deal Pipeline (subscription required) on a hot-button topic involving activist investor compensation to director candidates in proxy contests. The issue has come to light as ISS, the largest U.S. proxy advisory firm, recommended against the election of certain directors of Provident Financial Holdings, who had adopted a bylaw prohibiting activist investors from paying fees to attract dissident director candidates to serve in proxy fights. Some activists and their advisers are pushing for post-director payments, arguing they are good governance because they link director pay to performance.  According to Freedman, “If properly structured …then we’re all in favor of compensation whether from a shareholder or a company that acts to align the directors’ interest with shareholders in general.”

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