Splitting Brains: Shareholder Use (and Misuse) of Confidential Board Information

New York Law Journal

Olshan litigation partner Adrienne Ward and Shareholder Activism Practice Vice Chair Elizabeth Gonzalez-Sussman authored an article in New York Law Journal (subscription required) entitled “Splitting Brains: Shareholder Use (and Misuse) of Confidential Board Information.” In the article, Adrienne and Elizabeth delve into the intricate legal landscape surrounding the use of confidential board information by institutional shareholders and highlight two key cases, Hyde Park Venture Partners Fund III, L.P. v. FairXchange, LLC and Icahn Partners LP v. DeSouza, that provide valuable insights into the evolving standards and expectations in this area. “The opposite results reached in these two cases present useful guidance to institutional investors that gain board seats through shareholder activism or private investment,” they write. They conclude, “Icahn Partners presents a cautionary tale. Shareholders should not assume that they are entitled to receive and use confidential and privileged board information following a successful proxy contest.”

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