News & Events

Corporate Associate Yafit Cohn was quoted in a Bloomberg BNA article, “NFG Rebuffs Gamco Board Nominee in First-Ever Use of Proxy Access,” which discussed National Fuel Gas Company’s rejection of a proxy access nominee submitted by shareholder Gamco Asset Management Inc. According to the article, National Fuel Gas Company disclosed its board’s conclusion that, pursuant to the company’s bylaws, Gamco was ineligible to nominate a director through proxy access because it acquired its shares in the company with, and has since maintained, intent to “change or influence the company.” Yafit commented that this development suggests that companies, not surprisingly, will adhere to the terms of their proxy access bylaws. Yafit explained that given the prevalence of proxy access bylaw provisions precluding the use of proxy access by shareholders who have demonstrated an intention to influence control of the company, activist investors that have disclosed plans or proposals involving, for example, “an extraordinary corporate transaction” or “a sale or transfer of a material amount of assets of the issuer or one of its subsidiaries” will likely be unable to use proxy access as a tool to achieve their goals.