M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

Thursday, May 31, 2012

GSK to go the hard way

So, GSK let the HGS annual shareholder meeting slip and didn't seek to replace the board when it had its tender offer open and a meeting before them.  Rather, it now appears that GSK will seek to replace the board of Human Genome by written consent.   Section 2.12 of the bylaws permit acts by written consent of the shareholders. It will require the HGS board to set a record date before GSK can begin to collect consents.  GSK will then have 60 days to collect and deliver consents sufficient to turn out the board. How ahard will that be?  Don't know.  But, it looks like 45% or so of the shares are held by just five investors: FMR LLC, T Rowe Price, TCW Group, Capital Research Global Investors, and Taube Hodson Stonex Partners.



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