SEC Expert Opines on Illegal Poison Pill Agreement

This case involves a defending company that had a board who have entrenched themselves in the positions by enacting a “poison pill” agreement that prevents any takeover of the company by shareholders. One of the shareholders attempted to vote out the current board by obtaining proxies, but he unfortunately obtained more proxies than needed. It was claimed that there should be possible exceptions to the SEC proxy rules prohibiting contact with more than the stated number of shareholders, because the company had been out of regulatory compliance for years.

Question(s) For Expert Witness

1. Please briefly describe your experience as it relates to SEC proxy rules and regulations in situations like the one in this case.

2. Can you speak to the functionality and legality of "poison pill" agreements like the one in this case?

Expert Witness Response E-007723

My background is a strong fit for litigation involving securities regulation and is particularly suited for conflicts involving proxy disclosures. I have not only worked as a full equity partner in corporate and securities law at two large national firms (advising and assisting numerous public companies with their proxy and other public disclosures), but I was also an Attorney Fellow at the Securities and Exchange Commission from 2005 to 2006. While at the SEC, I oversaw and administered the agency's shareholder proposal program for the entire U.S. for the 2006 proxy season. This is the kind of thing I am very much familiar with; I've had a lot of experience with proxy fights.