Memorandum to Board of Directors on Nomination of Directors by an Activist Investor

Summary

This template provides a summary memorandum to be delivered to a company's board of directors and senior management if the company is facing a proxy contest in respect of an activist investor's nomination of a short slate of directors to serve on the company's board of directors following an unsuccessful attempt at negotiating a settlement agreement with the activist investor. This template includes practical guidance and drafting notes. This memorandum discusses the regulatory framework applicable to proxy contests and potential strategies the company can implement in connection with the proxy contest, including any specific concerns a company may have with an activist investor's director nominees. This template does not contain any specific information that counsel might otherwise include regarding the activist investor or its ownership of the company's stock or discuss any specific changes the activist investor may be seeking to effect. For a full listing of related proxy statement ...