logo1
Resources and Advisory Services
What PMs Should Know About the Sotheby's Poison Pill Case

It has something for everyone, mostly for lawyers and corp gov junkies. We find a couple of nuggets for plain old investors, mostly related to how to pursue proxy contests. 

 

Most of all, Delaware will allow BoDs to use a poison pill based on only a relatively slight threat that an investor will seek control without paying a control premium. So, wise investors will remove all sign of those threats - don't even think about control, and certainly don't write it down anywhere. 

 

All investors should read the decision, especially the first 30 pages. It narrates a fascinating case study of egotistic investors, stubborn executives, and an obtuse BoD. For some interesting (and slightly technical) detail, read blog posts by John Coffee and Gilson and Gordon.

 

We analyze the case in a current blog post.

 

Recent TAI blog posts

You can find other useful resources at the TAI website, including our research on "Effective Activism, on the Cheap", our white paper with the basics on activist investing, and our new guides on exempt solicitationconsent solicitation, and special shareholder meetings. 
For further information, or to discuss a specific turnaround situation, please contact:
 
Michael R. Levin
m.levin@theactivistinvestor.com
847.830.1479