WebJan 31, 2024 · Unlike the “Change-of-Control” provisions that have become standard in corporate debt agreements, the Dead Hand Proxy Put strips incumbent management of the power to “approve” the dissident slate, thereby threatening a debt default that management is powerless to prevent. As a result, the feature has attracted attention as a defense ... Web2024] Dead Hand Proxy Puts and Shareholder Value 1029 fund activism has entered a “second wave”2 or “golden age.”3 Activist hedge funds, acting alone or in “packs,”4 accumulate sig- nificant stakes in public companies5 and then seek institutional support in putting pressure on boards. 6 Activists target firms they perceive to be undervalued and …
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WebSep 8, 2015 · McDermott Will & Emery discuss Avoiding Legal Challenges to Dead Hand Proxy Puts in Loan Agreements. By Eric Orsic, ... have become the target of shareholder books and records inspection demands and litigation related to certain “change of control” provisions in their loan agreements. The type of provisions at issue, known as “proxy put ... Webnew evidence on the role and effect of Dead Hand Proxy Puts. Our findings consistently connect Dead Hand Proxy Puts to hedge fund activism. The incidence of the provision increased over our 20-year sample pe-riod, most sharply in the mid 2000s, roughly at the advent of the era of hedge fund activism. cost to replace 4 ton heat pump
Pontiac General Employees Retirement System v. Healthways, Inc
WebDead hand proxy puts (sometimes called “poison puts” or “board change of control provisions”) provide a type of change of control protection that banks, as well as parties to many types of non-debt commer-cial agreements, have frequently utilized, without controversy. Nonetheless, dead hand proxy puts are now under attack. While proxy ... WebThe Change of Control Provision in the ... A “dead hand” provision of proxy put disables “a board from approving a dissident slate for the purpose of avoiding a triggering of the board change-of-control provision[,]” which would be possible in the absence of a dead hand provision. Epstein, 19 No. 8 M&A Law at WebJun 10, 2015 · A “dead hand proxy put” provision allows the corporation’s lenders to demand immediate payment of all outstanding debt if, within a specified measuring period, a majority of incumbent board members is replaced in a threatened or actual contested election. In Pontiac General Employees Retirement System v. breast microcalcifications treatment