Diligent and Olshan Reveal Latest Shareholder Activism Trends in The Proxy Season Review 2023


Diligent Market Intelligence issued The Proxy Season Review 2023 in collaboration with Olshan’s Shareholder Activism Practice. The review features a foreword from Andrew Freedman, Chair of Olshan’s Shareholder Activism practice, in which Andy writes, “It remains to be seen whether lessons will be learned from Masimo and companies will be less cavalier with their defense tactics in the second half of 2023 and beyond.” The review also includes an in-depth interview with Vice-Chairs of the firm’s Shareholder Activism Practice Elizabeth Gonzalez-Sussman and Ryan Nebel for the Q&A feature. Elizabeth and Ryan spoke on how the universal proxy card has changed the shareholder activism landscape and defense tactics, the overreaching bylaw amendments certain companies have adopted in the wake of the universal proxy card regime, and some other trends that they have noticed during this proxy season. “Companies and their advisors should understand,“ Elizabeth said, “that these entrenchment tactics can often backfire, as a board’s decision to deny shareholders the ability to vote on a dissident’s candidates could be interpreted to suggest the board’s indifference to shareholders’ competence and ability to evaluate for themselves purported deficiencies.” Ryan noted that “In a sense, UPC has brought out the best and worst of board behavior. While it is encouraging to see reasonable resolutions being reached early in the engagement process in many situations, the scorched-earth tactics utilized in others is reason for concern.” To read The Proxy Season Review 2023, please click here.

The Proxy Season Review 2023

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