Activist Practice Negotiates Board Control for Vortex Capital at Pan American Goldfields Following Proxy Victory
Olshan client Vortex Capital Ltd. obtained control of a majority of the Board of Directors of Pan American Goldfields Ltd. pursuant to a Transition and Settlement Agreement. Vortex, which successfully petitioned the Delaware court to have Pan American hold its first annual meeting of stockholders in over 10 years, had nominated five individuals for election at the meeting. Vortex’s nominees had the support of a majority of stockholders voting at the meeting, but Pan American objected to the nomination and attempted to have Vortex’s nominees excluded from the ballot. Pan American and Vortex subsequently negotiated a settlement resulting in the five Pan American incumbent directors being replaced with all five of Vortex’s director nominees, as well as a sixth individual who had been nominated by Pan American. Steve Wolosky and Jason Soncini represented Vortex in connection with the election contest and Thomas J. Fleming and Mason A. Barney represented Vortex in connection with the Delaware litigation.