“Fair Fight? Assistance Is Offered In Proxies” (The Wall Street Journal)

October 26, 2009

Robert Giuffra was quoted in The Wall Street Journal article, “Fair Fight? Assistance Is Offered In Proxies.” The article discussed HealthSouth Corp.'s proposed bylaw that addresses the reimbursement of “activist” shareholders who wish to campaign for a seat on the company's board. The article also noted the Securities and Exchange Commission's pending decision on whether to adopt proxy access rules that would give investors more control over who resides on a company's board. Mr. Giuffra said that if companies begin to pass bylaws similar to HealthSouth Corp., “[it would] reduce pressure on the SEC to do something about proxy access.” The article noted Mr. Giuffra's work on the CA Inc. reimbursement case, in which he successfully argued to the Delaware Supreme Court that a proposed shareholder bylaw requiring the mandatory reimbursement of proxy solicitation expenses of short slate candidates was invalid. Following the case, the court set forth important guidelines on the permissible scope of shareholder bylaw proposals.