Richards Layton & Finger

Stormy Weather --Time to Prepare for a Potential Proxy Contest

October 2008

As a results of economic factors, as well as specific developments in Delaware law, the authors predict an increase in proxy contests and suggest a number of steps that issuers may consider taking to augment their preparedness for such a contest. Specifically, the authors suggest reviewing bylaws in light of the JANA Master Fund, Ltd v. CNET Networks, Inc and Levitt Corporation v. Office Depot, Inc decisions, and preemptively hiring a proxy solicitor.