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Olshan Activist Client Alert on the Latest Tactic Used by Companies to Tilt the Playing Field in Proxy Contests Published in Harvard Law School Forum and Deal Lawyers

September 11, 2017

The Harvard Law School Forum on Corporate Governance and Financial Regulation, a top online resource for discourse on corporate governance, and The Corporate Counsel, Deal Lawyers, a bi-monthly newsletter for M&A developments, recently published the client alert from Olshan's Activist & Equity Investment Practice Group titled "Trap for the Unwary Shareholder Activist: The Latest Tactic by Companies to Tilt the Playing Field in Proxy Contests." The client alert discusses how shareholder activists seeking to nominate director candidates for election to the boards of their portfolio companies are advised to be on the lookout for the latest trap for the unwary designed by company defense law firms to further entrench board members. The trap is embedded in questionnaires and representation agreements that are now commonly required to be submitted by a nominating shareholder's director nominees under nomination procedures contained in company bylaws. Taking the bait can give the company a significant strategic advantage over the dissident in an election contest. Steve Wolosky, Andrew Freedman and Ron Berenblat authored the client alert which can be viewed here.

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