Proxy Solicitation
By almost any measuring stick, there is no longer any such thing as a routine annual shareholder meeting. Shareholder activism has become more than just an annoyance; increasingly it threatens to impact you and your Board of Directors and the way you run your company. In this environment it is critical to get the best solicitation firm available to help you prepare and protect your business.
In both their scale and focus, shareholder proposals are receiving increased support from both shareholders and influential institutional proxy advisors. As a result, it is critical that Issuers are apprised of the shifting Corporate Governance landscape and receive timely, accurate intelligence and flawless execution to maximize positive shareholder support while minimizing the potential of unforeseen surprises.
The senior advisors at Laurel Hill have tremendous experience and understanding of this complex environment. We will provide expert guidance to ensure your agenda items receive the highest level of support while continuously monitoring for any possible concerns, thus allowing your management team to focus on other important issues. At the base of our service is the conviction that the first step in any successful solicitation is to identify an Issuer’s key shareholders and how they will vote on various issues. Accordingly, we will, on your behalf, analyze the draft proxy and provide recommendations for fine-tuning items that might initially receive opposition from either major institutional holders, Proxy Advisory firms (RiskMetrics, Glass Lewis, etc.) or other shareholder groups. We will create initial vote projections based on our transactional experience with institutional and retail voting patterns. We will also assist you in creating and executing the best solicitation approach to be used for addressing major institutional holders, as well as key registered and beneficial holders. Laurel Hill will monitor the recommendations of institutional Proxy Advisory firms such as RiskMetrics and provide concise tactical advice in the case of adverse recommendations, as well as assist in negotiations as warranted.
Proxy Contests
A
Proxy Contest for all or a portion of a company’s Board seats is one of
the most significant, intensive, and disruptive events that management
and Boards will face. The stakes are high, and the pressure significant
as a negative outcome will possibly change control of the Board and
alter the strategic direction of a company. Shareholders will be
subject to a conflicting barrage of arguments and counter-arguments,
may become seemingly overwhelmed and withdraw from the process for a
period of time. Key vote support may ebb and flow between the opposing
positions, and correct interpretation of conflicting information is a
tremendous challenge. There is a critical requirement to have access to
specialized and experienced advisors to increase your ability to
achieve a successful outcome.
Our
senior advisors will form an integral component of your tactical group.
Whether working with management or dissidents, our collective
experience will be fully deployed to ensure your message is clearly and
effectively communicated and understood by shareholders, delivering
a tactical advantage. It’s not enough to just present facts, the method
of presentation is just as important in influencing voter support.
Whether
supporting management or dissidents, you can trust that your senior
advisors at Laurel Hill have the transactional expertise, industry
understanding and dedicated focus on service excellence to exceed your
expectations and deliver outstanding results.