Shareholder Rights

Shareholder activism is not a privilege - it is a right and a responsibility.

Mark Mobius


Fighting For Corporate Accountability

Even the best corporations are not immune from either potential ethical lapses or outright misconduct on the part of their officers and directors. Indeed, while directors and managers of publicly traded companies are faced daily with difficult decisions, they must nonetheless be accountable to the owners of the enterprise – the stockholders. When corporations or their fiduciaries forsake their responsibilities, stockholders are injured.

To this end, for a corporation to be successful, a culture of ethics must be more than theoretical. This means the management, which generally serve as the visible face of the company, must demonstrate an irreproachable integrity and commitment to maximizing a company's potential. Likewise, for the corporation’s board of directors, directorships cannot simply be prestige positions but rather roles in which directors are actively engaged in creating shareholder value.

Activist campaigns and proxy contests are increasingly being used by investors to force strategic change among the board and management of public companies. Because proxy fights and activist situations are bet-the-company situations, there simply is no time for mistakes or “training on the job.” That is why activist stockholders continue to rely on TMK.

proxy contests

shareholder communications

advance notice bylaw provisions

derivative litigation

Representative Experience

Advise corporate client as to proxy solicitations in response to stockholder proposals.

Represent stockholders in derivative action regarding claims of corporate waste and entrenchment.

Advise client issuer regarding proxy communications with its shareholders.

Advise client shareholders regarding communications promoting stockholder annual meeting proposals.

Advise stockholders on annual meeting shareholder proposal bylaw timing requirements.

Helped whistleblowers expose violations of securities laws and the False Claims Act.