The Firm has achieved many landmark decisions and/or settlements in litigation over companies’ corporate governance practices, including the seminal case enabling proxy access for shareholders to nominate director candidates and the pioneering case that invalidated “dead hand” shareholder rights plans. The Firm has also achieved significant victories in the area of back-dated options.
As Delaware law practitioners, G&E has particular expertise in corporate governance matters involving Delaware corporations and is well prepared to advise its clients regarding not only the current state of the law, but also recent developments and legislative initiatives on the horizon.
Outside of the litigation context, G&E provides clients with a full spectrum of services relating to shareholders’ rights. G&E regularly counsels clients with respect to annual meetings and corporate governance. The Firm also represents institutional investors in preparing and advocating the adoption of shareholder proposals and bylaws for publicly-traded companies. These bylaws have addressed such issues as executive compensation, director classifications, shareholder access to company proxy statements, and shareholder rights plans. In this regard, G&E regularly writes and facilitates the introduction of these resolutions, and actively defends resolutions in response to “no-action” requests made by corporations before the SEC. When necessary, G&E has prepared the requisite filings for “exempt solicitations” in accordance with relevant SEC rules. G&E also counsels its clients with respect to their rights to inspect corporate books and records under state law and, when necessary, prosecutes actions to enforce shareholders’ inspection rights.
G&E managing director Jay Eisenhofer and director Michael Barry literally wrote the book on shareholder activism. The Shareholder Activism Handbook (Aspen) is a comprehensive guide and plain-English treatise that provides in-depth analysis of the legal ramifications of shareholder activism. It provides guidance in matters ranging from the establishment of a corporate governance program and proxy fights to the shareholders’ role in corporate and securities litigation.
A comprehensive resource for shareholders regarding their legal rights as the owners of American corporations, the Handbook explains the often contentious relationship between shareholders and the management of the companies they own, and outlines the legal rights of shareholders in matters such as corporate governance, derivative litigation, class action litigation, and merger transactions.
The Handbook provides clear answers to many common questions faced by investors and investment managers in a variety of situations.