Wolosky Quoted in Law360 on SEC’s Universal Proxy Rule

Firm News

Activist & Equity Investment Practice Chair Steve Wolosky was quoted extensively in a Law360 article following his SEC Comment Letter regarding the ‘universal proxy rule’.  In his comment letter to the SEC Wolosky stated, “The purpose of this comment letter is to express our deep and fundamental concern that under certain circumstances, the proposed rules could (i) give the registrant an unfair strategic advantage over the dissident in a contested solicitation and (ii) have a chilling effect on settlement discussions between the parties.”  One of the main concerns regarding settlement discussions according to Wolosky is that companies will often waive the noticing deadline, “It is common in activist situations for the registrant and the dissident to engage in settlement discussions prior to the registrant’s nomination deadline under its governing documents. In order to maintain good faith settlement discussions with a nomination deadline looming, the registrant will sometimes temporarily waive the applicability of its nomination procedures in the hope of reaching a settlement before the dissident is forced to formally submit a nomination.”  Wolosky also raises an issue with the proposed rules’ requirement for the dissident shareholder to file its proxy statement under a specific timeline stating, “The registrant will continue to have the strategic advantage of forcing the dissident to wait until the registrant files its definitive proxy statement before the dissident has the ability to finalize and mail its definitive proxy statement.”

Media Contact

Marketing Contact
Mizi Mehaj
Marketing & Administrative Manager

Jump to Page

Necessary Cookies

Necessary cookies enable core functionality such as security, network management, and accessibility. You may disable these by changing your browser settings, but this may affect how the website functions.

Analytical Cookies

Analytical cookies help us improve our website by collecting and reporting information on its usage. We access and process information from these cookies at an aggregate level.