Disdain for Shareholders Abounds

Matt Levine at Bloomberg: Carl Icahn Wants an Oxydarko Vote

Without Buffett’s money, Occidental would need to issue a lot of stock to buy Anadarko, triggering a shareholder vote under New York Stock Exchange rules; Buffett’s money, though, replaces some of the stock and allows Occidental to sneak in under the voting threshold. “This is … awkward,” I once wrote; structuring the deal to avoid a shareholder vote seemed to me like “a confession that (1) your shareholders don’t like the deal and (2) you don’t care.”

Texas Lawbook / Dallas Business Journal

Texas Pacific Land Trust proxy litigation heats up with countersuit

But in the Oliver group’s countersuit, they claimed the postponement of the meeting was only done when it became apparent that Oliver would win the election. They made public announcements that they would hold a meeting anyway, claiming they reserved the right to move forward with voting.

The dissident group held a shareholder meeting anyway on May 22 in Dallas on a different floor of the building Sidley’s Dallas offices are located, where Oliver got elected.

The Oliver group argues in their countersuit that the law does not permit TPL nor its trustees to “adjourn, postpone, or otherwise delay a shareholder vote once the vote has been scheduled; only shareholders have that power.”

They also called TPL’s lawsuit, which was filed a day before the May 22 meeting, questionable, pointing out that the allegations TPL made in its lawsuit are hardly new.