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Proxy Access – How to Fend Off Snape

August 27, 2010

Latham & Watkins and Georgeson have published the most popular essay on knowledgemosaic in the last few days, a memo on How to Get Ready for the Brave New World of Say on Pay and Proxy Access. And it is truly an excellent memo – clear, well-organized, and packed with useful information.

But consider the following. You’re a virtuous public company. You mean no harm. But you face the threat of intrusive shareholder meddling on matters such as executive compensation, and possibly shareholder revolt that might involve changes to the composition of your Board.

In other words, you’re like Dumbledore and you need some potent magic to fend off the devious machinations of Severus Snape. Who do you turn to then?

Well, you could do worse than to read the Proxy Access post on Conglomerate of Professor J.W. Verret of George Mason University Law School. Professor Verret, who is at this moment advising Fortune 50 company GCs, provides not one or two, but sixteen (!) defenses that companies can use to ” thwart shareholders from using their new federal proxy access right.”

Talk about Defense Against the Dark Arts!!


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