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Update on Proxy Puts

By | August 12, 2015

Strike suits against public companies for “dead hand proxy put” provisions in credit agreements have recently attracted a lot of attention. A “dead hand proxy put” provides for the acceleration of amounts outstanding under a credit agreement in certain situations in which the majority of the board of directors is replaced in a proxy contest.  See Stinson Leonard Street’s Bankin’ Bits blog for more information on the substantive legal issues involved.

Filings with the SEC disclose the following settlements of proxy put litigation and the related amount of attorney’s fees paid to plaintiff firms in connection with the settlement:

  • Interval Leisure Group, Inc. — $130,000
  • MGM Resorts International — $500,000
  • Microsemi Corp — $285,000
  • Peabody Energy Corp — $300,000
  • QEP Resources, Inc. — $300,000

HSN, Inc. amended its credit agreement in response to a proxy put law suit but no settlement was disclosed.

ACCO Brands Corp., AAC Holdings, Inc. and Ventas Inc. disclosed amendments to credit agreements to eliminate proxy puts but no litigation was disclosed.

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