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Shareholder Proxy & Communications Services
Laurel Hill is North America’s leader in shareholder proxy and communication services.
Our expertise is built on strategic shareholder communication, corporate governance, executive compensation, shareholder engagement, and shareholder activism matters. Whether shareholders are voting on routine, special, or contested items, or are being asked to support an M&A transaction, an unsolicited offer, or a unique capital market offering, we get shareholders to take action.
We are committed to a singular vision – providing industry-leading advice, insights & execution resulting in a successful outcome to secure the desired investor response.
“We have utilized the services of Laurel Hill for years, with success being the only outcome we have experienced.”
“We have utilized the services of Laurel Hill for years - with success being the only outcome we have experienced. John O’Grady, Joe Contorno and their team sweat the details while dotting every “i” and crossing every “t” educating and keeping me informed every step of the way. While I’m sure there are many firms that provided similar services, I can’t imagine that there is any other that could do it better than Laurel Hill. I give them my highest grade and strongest recommendation.”
— Rob Gershon, CEO, Bovie
Proxy Solicitation for Annual Meetings & Special Meetings
Proxy Solicitation for Annual Meetings and Special Meetings is not like it used to be. The rise of Shareholder Activism is becoming a challenge for Companies and their Boards; Issuers need good, independent advice through proxy solicitation for their Annual Shareholder Meetings and Special Meetings whether routine or contentious.
These meetings have become a primary stage for the visible effects of increasing shareholder activism. Management agenda items previously considered non-issues are now facing greater scrutiny and opposition from individual and institutional investors alike, while the scale and focus of shareholder proposals are receiving increased support from both shareholder and influential institutional proxy advisors.
Proxy Contests
Proxy Contests are intensifying in frequency, tenacity and targets. This is, in part, due to shareholder proposals and contests for control increasing in regularity by sophisticated and knowledgeable investors.
Shareholders will be subject to a conflicting barrage of arguments and counter-arguments. Key vote support may ebb and flow between the opposing positions, and correct interpretation of conflicting information is a tremendous challenge. It is critical to have access to a specialized and experienced team such as Laurel Hill’s, with all the right tools to formalize and implement the most intelligent program for maximum success.
The Laurel Hill team excels in high profile, complex and contentious transactions dealing with challenging proxy contests, and they have successfully represented both public companies and activists. Laurel Hill has a unique set of skills to monitor how both sides think and react. Utilizing our Institutional Investor Intelligence monitoring services they're able to track and identify any potential challenges to Management. Laurel Hill's specialized in-house call center capabilities can support scalable inbound and outbound call campaigns quickly and efficiently. Having the ability to maintain quality control and manage call center costs will ensure that your message is being delivered in the most effective way possible.
Our full suite of focused services and experience allows us to become a useful component of your tactical team and can outline a robust outreach program to guide the solicitation to a successful outcome. Laurel Hill is ranked a Top 3 Solicitor in North America and Top 10 Globally by Bloomberg’s Shareholder Activism Report.
Our senior management has previous experience working at the C-Suite level in public companies giving them unmatched experience in the industry. 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.
Mergers & Acquisitions
Laurel Hill Advisory Group provides comprehensive and strategic consulting services before and during any Merger or Acquisition covering all aspects of the Special Meeting or offer, ranging from scoping broad strategies to specific tactics in order to motivate each segment of a shareholder base.
Laurel Hill has a superior track record of delivering successful results whether planning a Special Meeting, Consent Solicitation, Dutch Auction, Tender Offer or other Corporate Actions related to a Merger or Acquisition. Their in-house Corporate Actions Team garners a high reputation of proven results for its clients.
They forecast the likely votes or tenders and outline potential scenarios providing clear alternatives prior to the actual solicitation period as well as advise management and help structure best practices in connection with institutional investor advisors such as ISS and Glass Lewis providing insight and recommendations regarding these advisory services.
Laurel Hill provides timely reports to management and advisors, outlining the vote, or projected participation. We detail the progress of the solicitation and identify, where possible, the voting pattern of major institutional and individual holders and/or their willingness to support the offer.
Laurel Hill coordinates the delivery of all voted proxies and tendered securities to the designated tabulator or depositary, up to and including the time of the special meeting or closing of your offer. During this process, if needed, Laurel Hill will commence a telephone solicitation campaign from selected registered and “street name” retail holders, in order to maximize response.
In addition, Laurel Hill will work closely with your management, Lawyers, Bankers and other advisors using their knowledge and expertise in the corporate action process to anticipate potential problems and assist in the development and implementation of all aspects of the overall solicitation strategy. Our web hosting suite for documents and press release distribution offers a cost effective alternative for smaller, targeted deals.
Institutional Investor Identification Services
Identifying the Institutions and Schedule 13(d) investors (holders of 5% or more of a class of shares) in your Shareholder Base is critical- who are they? What do they want? What are their expectations? Are they affiliated with other Institutions or entities within our base?
Knowing the answer to these questions is not only important at the time of your Meeting, but year round identification keeps the lines of communications open and can help avoid unforeseen challenges in the future.
Laurel Hill offers quarterly reports, in conjunction with Institutional and Schedule 13(d) filings that identify these investors, and our reports include contact information at these Institutions. While many C-Suite execs pride themselves on knowing the Investor at the Institution, but having contact information for the people that actually cast the votes is key. Laurel Hill can offer guidance in a good outreach program, and assist in setting up informational calls to keep these investors abreast of key developments at your company which may not be apparent otherwise.
When Institutional Investor Services (ISS) or Glass Lewis, the Proxy Advisory firms to Institutional Investors, offer a negative recommendation on one of your proposals, having the investor information beforehand is key to refuting or reversing the effect. Laurel Hill can assist in crafting a response to the negative recommendation, and facilitate contacting the Institutions themselves to offer more information for an informed decision.
Unclaimed Property Services
Laurel Hill’s Pre-Escheatment Service Center provides a comprehensive solution for companies hoping to reduce escheatment obligations and perform best-effort due diligence. Laurel Hill focuses on Pre-Escheatment- Address Correction, Life Status Verification and Legal Claimant Identification- and through our network of specialized service providers we can facilitate a streamlined but thorough Unclaimed Property solution, including Reporting and Audit Defense.
Whether you’re an Insurance Firm, Broker Dealer, Mutual Fund, Bank or Public Issuer we can design a customized Unclaimed Property program that will help manage the complete process, or tailor a solution to work cohesively within your existing program. We pride ourselves in helping your company avoid increased scrutiny, financial audits, reputational risk and possible fines from increasingly common – and costly - multi-state audits.
Asset owners- Shareholders, Policyholders, Account owners and Payees- can become unresponsive and deemed “lost” for a number of reasons including:
A change of address without communicating an update
A Corporate Action the asset owner was unaware of
A life event causing a change to the registration (i.e., Marriage, death and/or no longer a minor). Correspondence slipping through the cracks-
We’ve found that apathy is the primary reason for account dormancy so a solid outreach program is critical. Some of the features our program offers include:
Transparency of assets and applied fees- the owner is told what the asset is, and the cost of utilizing our services, upfront
Risk mitigation- both financial and reputational risk can be minimized
Extensive due diligence that reduces your escheatment obligation
Scalable interaction with existing programs you may have in-house
After an M&A or other corporate action, our Shareholder Assistance & Reunification Program (ShARP) will contact up to 90% of the remaining unexchanged shareholder base and typically achieve a 65%- 80% success rate.
Special Purpose Acquisition Companies
Following completion of the Initial Public Offering (“IPO”), SPACs pursue an acquisition opportunity and negotiate a merger or purchase agreement to acquire a business or assets of a business, also known as business combinations. These business combinations generally require approval by the existing shareholders of the SPAC via a shareholder meeting.
The Laurel Hill team has extensive knowledge and experience on SPAC business transactions, which require careful planning and execution to ensure success. We act as an advisor and coordinate with SPAC managements, law firms, transfer agents, financial printers and other advisors to launch the proxy, which often involve compressed time schedules. The SPAC shareholder composition is unique and requires our specific analysis to establish a roadmap for the solicitation campaign, coordinate mailings of proxy materials with all shareholders, solicit voting instructions, provide Call Center resources for shareholder inquiries and detailed voting summaries in conjunction with the proxy tabulator.
Our state of the art in-house Call Center allows us to communicate with shareholders in an efficient and cost controlled manner. We operate on business days and weekends as dictated by the needs of our clients. Our staff is trained for each individual project to ensure the appropriate flow of information to our clients’ investors.
Corporate Action Agency Services
SPECIAL MEETINGS
Corporate Actions are a lot more than just contests for control, they include Tender Offers, Information Agent assignments, Odd Lot stock programs and Dutch Auction events (a process which companies use in lieu of dividend payments).
The expertise of the Laurel Hill team has been demonstrated in the successful outcomes of Special Meetings involving hostile takeovers, dissident intervention, or shareholder proposals impacting the governance of companies.
We can assist a company contemplating the use of one of these forms of Corporate Action, and due to the depth of experience of our personnel, Laurel Hill will work with you to develop the most efficient and effective strategy to ensure your Corporate Action a successful outcome.
INFORMATION AGENT: TENDER OFFERS
As Information Agent, Laurel Hill’s experience with retail & institutional shareholder identification will form the basis of a tailored communication strategy. Our program recommendations will incorporate a detailed action plan to maximize the positive response of both individual and institutional investors, increasing results by (initial) offer expiry and thereby minimizing costs and delays associated with offer extensions.
INFORMATIONA AGENT: CORPORATE ACTIONS
Laurel Hill’s expertise in communicating to shareholders can be utilized in a variety of transactions such as debt restructuring, dutch auctions, special course issuer bids and bankruptcy. Laurel Hill will develop a strategy to suit your individual needs and provide you with the greatest level of results attainable combined with comprehensive, accurate, and timely reporting.
Whether a hostile or friendly offer, or any other complex issue that needs to be communicated effectively and persuasively to a shareholder group – large or small, you can trust that Laurel Hill has the transactional expertise, industry understanding and dedicated focus on service excellence to exceed your expectations and deliver outstanding results.
Issuers are increasing relying on Information Agent services during the tender or exchange period of an offer, whether the offer is friendly or unsolicited. The ability of an experienced Information agent to provide timely and accurate information is an invaluable resource not only in communicating with investors but to obtain market intelligence to guide issuers in the decision making process.
“With Laurel Hill Advisors’ help, we had a record response to our merger meeting, well beyond what was needed for a quorum.”
“We used Laurel Hill Advisors to help us to solicit proxies for our recent merger. Getting a quorum to vote at a shareholder meeting usually entails considerable leg-work on our part. With Laurel Hill Advisors’ help, we had a record response to our merger meeting, well beyond what was needed for a quorum. They were very helpful “
– Steven C. Ackmann, President and CEO, Highlands Bancorp, Inc.
Bank & Thrifts Advisory Services
The Laurel Hill Advisory Group Banking Services offers over twelve decades of experience in the field of shareholder and member solicitations for Banks, Thrifts, Insurance Companies, Credit Unions, as well as specializing in 1st and 2nd step conversions.
We have assisted well over 100 financial institutions and their advisors providing Proxy Solicitation and Consultant services. Our clients range in size from large financial institutions to small community banks and thrifts. Our services include assistance with the following:
Annual and Special Meetings (Mergers, Acquisitions & other);
Rights Offerings;
Mutual and Second Step Conversions (Shareholder and Member);
Shareholder ID;
Corporate Actions;
Proxy Contests;
Shareholder Asset Recovery Programs (SHARP);
Consulting Services.
The range of transactions that Laurel Hill has worked on behalf of Banks and Thrifts, also include acting as Information Agent for Mergers, Self-Tenders, Rights Offer and Dutch Auctions. Laurel Hill has the most knowledgeable and experienced team in the industry and has built a reputation as the number one provider of services to the banking industry based our success and client satisfaction.
Depositary & Escrow Services
The Laurel Hill Advisory Group’s Escrow Management Services in the US offers meticulous project management, ensuring secure transactions and peace of mind for all parties involved in financial transactions. As your dedicated Escrow Manager, we take pride in our commitment to transparency, accuracy, and efficiency throughout every step of the process.
Our comprehensive services cover the entire Escrow journey, from initial agreement through to successful completion. We understand the complexities involved in safeguarding assets and facilitating transactions, which is why we provide end-to-end project management tailored to your specific needs. Whether you're raising investment capital, buying or selling real estate, intellectual property, or any other high-value asset, the experienced team here at Laurel Hill Advisory Group can help streamline the process and mitigate risks.
At a reasonable cost in comparison to other Escrow Managers and Agents, we offer unparalleled attention to detail and precision in our reporting. Our Issuer and Placement Agent clients can trust that every transaction is meticulously documented and executed with the utmost care, offering a seamless experience for all parties involved.
Laurel Hill offers two primary escrow type services:
Cash Escrow Services
Securities Escrow Services
Choosing Laurel Hill as your Escrow agent provides:
An impartial and objective party
Established processes and internal systems
A reduction of administrative burdens
Experienced escrow officers
Investment services to receive, invest and disburse cash
Laurel Hill has the expertise to provide swift turnaround times on escrow agreements and to customize solutions for your transaction. We are an experienced, trusted, unbiased and independent third party to manage the unique characteristics of your specific transaction.
Get strategic support you can trust when the stakes are high.
NORTH AMERICA’S #1 SHAREHOLDER PROXY & COMMUNICATIONS SERVICES
Laurel Hill is the trusted partner for boards and executives navigating complex shareholder dynamics. Whether you’re preparing for a vote, navigating a proxy contest, or strengthening your governance strategy, Laurel Hill brings deep expertise and proven results. Partner with the firm ranked #1 in North American proxy advisory for nearly two decades.