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Freedman Quoted in The Deal on Proxy Access

April 18, 2016

Andrew Freedman, Co-Head of the Shareholder Activism Practice, was quoted recently in The Deal article discussing the recent emergence of “proxy access” provisions.  The proxy access mechanism, in large part, requires a group of shareholders with up to 20 members to hold a 3% stake for three years before they can nominate up to 20% of the board the company’s proxy card.  In what seems as an act of goodwill on the part of the company to appease institutional shareholders, Freedman notes, that on the contrary, the “Adoption of majority voting in the election of directors and more recently the adoption of proxy access bylaws are both low-hanging fruit.”  Freedman commented that companies who institute proxy access are, “trying to show how the board is supposedly committed to governance best practices”, however, in many cases, corporations will set up proxy access to appear governance friendly even though they also have other more important shareholder-unfriendly governance provisions.


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