We also went out of our way to enhance shareholder democracy with respect to a transaction that does not require a shareholder vote, including facilitating Mangrove's ability to object to the transaction, by offering a "governance out" that would allow the TransAlta Board to postpone closing and exit the deal if two or more directors not nominated by management are elected at the upcoming shareholders' meeting, and by granting Mangrove a 10-day extension to accommodate its express desire to nominate dissident directors
. In contrast, Mangrove and its joint actor, Bluescape Energy Partners, are offering shareholders nothing.
Cannes this year has made a show of support for dissident directors
in Iran, namely Panahi, and Russia in unveiling its selection of films to compete for the festival's Palme d'Or prize.
If the head of $15-billion hedge fund Third Point, Dan Loeb, wants to nominate dissident directors
at Honeywell International Inc., he'll have to wait until the company's annual meeting in 2018.
Indeed, the golden leash can potentially be seen as a direct response to the independence of dissident directors
as shown in cases like Airgas.
(5) JANA first entered into a golden leash compensation agreement in 2007 in connection with the 2008 annual meeting at CNET Networks and JANA's attempt to elect a number of dissident directors
to the CNET board.
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.
The SEC's decision on November 27 to continue to prevent shareholder groups from having access to corporate proxies for the purpose of electing dissident directors
was confusing and possibly temporary.
Last week the two dissident directors
put out a statement reporting that a possible counterbidder was examining Chesterton's books.
The structure of the arrangements vary: some compensate nominees or dissident directors
for travel and related expenses, while others provide bonuses to dissident directors
that reward them for achieving performance targets (i.e., an increase in share price over a specified period or a "profit share" to the extent of the activists' return on investment in the company).
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.
Often poisonous in commentary, sometimes disrespectful in demeanor, these two dissident directors
quietly but effectively intimidated other board members, including the lead director.