Fighting Back: Considerations For Addressing A Dissident Proxy Battle

Contested shareholder meetings are often dramatic events which have the potential to result in, among other things, enhanced scrutiny of a board of directors, increased media coverage and litigation. Emotions tend to run high and decisions often need to be made quickly (particularly for those facing a dissident group who followed the advice given in Matthew Cumming's blog post, Dissident Ambush of a Shareholders' Meeting – Tactics to Consider).

If faced with a dissident proxy battle, a careful and deliberate approach can mitigate reputational risk, result in an orderly meeting and assist in avoiding unnecessary costs and litigation. The following are some items for a board of directors of a company faced with a dissident proxy solicitation to consider: