If the head of $15-billion hedge fund Third Point, Dan Loeb, wants to nominate
dissident directors at Honeywell International Inc.
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.
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.
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.
Only Two
Dissident Directors Elected to the Board as a Result of Cumulative Voting
Often poisonous in commentary, sometimes disrespectful in demeanor, these two
dissident directors quietly but effectively intimidated other board members, including the lead director.
We strongly urge all Biovail shareholders to vote FOR Biovail's highly qualified Board nominees on the BLUE proxy card and prevent Eugene Melnyk from placing his hand-picked,
dissident directors on our Board.
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.
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.
