Law360 Quotes Andrew Freedman on the Recent Xerox Case in New York

Law360 (subscription required) recently quoted Co-Head of Olshan’s Activist & Equity Investment Group Andrew Freedman on New York Supreme Court Judge Barry R. Ostrager’s ruling to temporarily block Xerox’s $6.1 billion deal with Japanese photography and imaging company Fujifilm and the ramifications that this ruling could have on the way in which proxy disputes are resolved going forward in states other than Delaware. The agreement between Xerox and two of the company’s largest shareholders concludes both the pending proxy contest between the aforementioned parties and also the consolidated litigation against Xerox and its directors in relation to the company’s proposed merger with Fujifilm. Judge Ostrager’s ruling is so significant, Mr. Freedman maintains, because it establishes that courts in states other than Delaware may be willing to adopt the standard set in the 1991 ruling for Hubbard v. Hollywood Park Realty Enters Inc., a similar case heard in the Delaware Chancery Court which Mr. Freedman says heavily influenced the Xerox case: “We wouldn’t be surprised to see other states follow suit and revive nomination windows where the facts and circumstances warrant now that New York has followed the Delaware standard in Hubbard.” While Fujifilm intends to appeal the New York Supreme Court decision, it will nonetheless be interesting to see how this ruling affects the nature of future proxy contests outside of Delaware.