WebDec 4, 2014 · (A dead hand proxy put is a provision in a corporate debt agreement, pursuant to which there is an event of default and the corporate debt is accelerated if, typically, within a certain time period a majority of the company’s directors are not “continuing directors,” i.e., directors who were on the board at the time the debt … WebLand and Buildings Joins MGM Shareholder in Calling for MGM to Eliminate Dead Hand Proxy Put Entrenchment Device. View PDF. 04.15 Press Release. ... Land and Buildings Files Preliminary Proxy Statement for MGM 2015 Annual Meeting. View PDF. 03.15 Press Release. Land and Buildings Issues Statement in Response to Filing of MGM Resorts …

Court of Chancery Approves Settlement of Stockholder Challenge …

WebAug 13, 2015 · The effect of the Dead Hand Provision is to change the typical proxy put provision by disallowing directors nominated or seated by an actual or threatened proxy … WebThe Dead Hand Proxy Put becomes a fiduciary duty concern for a board when its trigger would damage the firm and therefore influence shareholder voting in the proxy contest. … temple beth moshe

Martin G. Durkin Professionals Holland & Knight - hklaw.com

WebJun 23, 2016 · We investigate the Dead Hand Proxy Put, a contractual innovation in corporate debt agreements that may impact hedge fund activism. We find the provision … WebDead Hand Proxy Puts Create Litigation Risk for Lenders Why it matters In a noteworthy decision, the Delaware Court of Chancery ruled that a lender could be held liable for aiding and abetting a breach of fiduciary duty by directors of a public company borrower by including in a syndicated credit facility a dead hand proxy put. WebJun 10, 2015 · “Clear day”. A dead hand proxy put will be more easily defended if it is adopted on a “clear day”— i.e., when a company... Prior practice. A dead hand proxy … temple beth jacob newburgh