The board is concerned the addition of
dissident directors would stall the company's momentum.
Often poisonous in commentary, sometimes disrespectful in demeanor, these two
dissident directors quietly but effectively intimidated other board members, including the lead director.
as evidence of these failures, CtW noted that National Express' Nomination Committee is not in compliance with the UK Corporate Governance code regarding Director independence and has been internally divided, with one Committee member having reportedly backed the
dissident directors proposed by the hedge fund Elliott Advisors (UK) Ltd.
But late last night, American owner Tom Hicks declared war on
dissident directors with an attempt to block the proposed sale by replacing two of the board with his son and a Hicks Holdings employee.
Once on the board, even
dissident directors elected after a proxy fight owe their fiduciary obligations to the company as a whole and to all its shareholders, not just to the activist that nominated them.
Last week the two
dissident directors put out a statement reporting that a possible counterbidder was examining Chesterton's books.
In the meantime, the three new
dissident directors would owe the typical fiduciary duties to shareholders and be subject to personal legal liability for a breach of the duty of loyalty if they were to self-deal to the benefit of Vishay and the detriment of IRF shareholders.
W]en-counseled boards can create significant leeway to respond to
dissident directors, [but] they must be careful to establish a record of open and informed deliberation that facilitates the ability of all directors to fulfill their fiduciary duties.
One only need look at the company's most recent Form 10-K -- which the two
dissident directors refused to sign because they believed it included 'false and misleading statements about Messrs.
as evidence of these failures, CtW noted in its letter to Devaney that National Express' Nomination Committee is not in compliance with the Combined Code on Corporate Governance regarding Director independence and is internally divided, with one Committee member reportedly backing the
dissident directors proposed by the hedge fund Elliott Advisors (UK) Ltd.
Only Two
Dissident Directors Elected to the Board as a Result of Cumulative Voting
Weinberg Center for Corporate Governance at the University of Delaware collaborated in May 2004 to host a nine-member panel discussion on
dissident directors joining boards.
