M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

Tuesday, September 23, 2014

DG launches proxy contest in FDO

Last week Dollar General  started soliciting "Gold" proxies (like golden tickets?) from Family Dollar shareholders in its campaign to vote down to have FDO shareholders vote down the Dollar Tree deal and accept its tender for Family Dollar.  Dollar General is seeking proxies to vote against the Dollar Tree merger, against the transaction related compensation for managers, as well as against a proposal to adjourn the meeting.  

Why might management's adjournment proposal be important?  If it turns out that the merger vote is going against management, the ability of managers to adjourn a meeting and extend the voting gives managers more time to twist arms and convince shareholders to go their way is an extremely powerful tool.  Dollar General is seeking to take that tool away by forcing the meeting - and thus the voting - to end on date certain. Proxy

Ultimately, the vote on the Dollar Tree merger agreement will be the critical point for Dollar General.  No surprise then that they are putting in effort to win a proxy fight.



Hostiles, Proxy | Permalink

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