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Proxy Fight

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BUSINESS
By Bloomberg News | April 17, 2007
Billionaire investor Carl C. Icahn dropped his plans to propose an opposing slate of directors for the board of Gaithersburg-based MedImmune Inc., noting the biotechnology company's decision to seek a buyer. Icahn, in an e-mail statement yesterday, said he urged MedImmune "several weeks ago" to put the company up for sale. He also said at the time that he intended to nominate directors at the 2007 annual meeting "whose intention it would be to accomplish this." In pulling back yesterday, Icahn said he reserved the right to pursue the proxy fight if MedImmune, Maryland's largest biotech company in sales and employment, fails to complete a sale.
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BUSINESS
By Jessica Guynn and Joseph Menn and Jessica Guynn and Joseph Menn,LOS ANGELES TIMES | May 14, 2008
SAN FRANCISCO - Billionaire investor Carl C. Icahn is weighing whether to use the stake he has amassed in Yahoo Inc. to launch a proxy fight to unseat some of the Internet pioneer's board members after Microsoft Corp.'s failed bid for the company, two people familiar with the matter said yesterday. Icahn has purchased about 50 million Yahoo shares, roughly 4 percent of the company, since Microsoft pulled its $47.5 billion offer for Yahoo, according to the people, who spoke on condition of anonymity because the talks were confidential.
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BUSINESS
By Ted Shelsby 2 | May 31, 1991
The anticipated proxy fight for control of Allied Research Corp., a small Baltimore-based defense contractor, fizzled yesterday when the other side didn't show up for battle.Reinald W. Carter, president and chief executive of Allied, had joked Wednesday that he would be wearing his combat boots and a flak jacket at the company's annual meeting and would be ready to fight off an attack from a Saudi Arabian investor who had announced plans to nominate his own slate of directors and try to gain control of the board.
BUSINESS
By Joseph Menn and Jessica Guynn and Joseph Menn and Jessica Guynn,LOS ANGELES TIMES | April 8, 2008
SAN FRANCISCO -- Running out of time and options, Yahoo Inc. again rebuffed Microsoft Corp.'s buyout offer yesterday and continued to seek refuge in the arms of Time Warner Inc. Yahoo, which faces a takeover fight if it does not reach a deal with Microsoft by April 26, is trying to sell a substantial minority stake to Time Warner, according to people familiar with the talks. The deal being discussed would combine Yahoo with Time Warner's beleaguered AOL Internet unit. Time Warner's stake, if committed to support Yahoo's management against Microsoft, would make it harder for the software giant to win a threatened proxy fight.
BUSINESS
By Ross Hetrick and Ross Hetrick,Evening Sun Staff | July 11, 1991
Robert F. Comstock, the new chairman and chief executive officer of Baltimore Bancorp, has one overriding objective -- bringing an end to the bitter and distracting proxy battle that has engulfed the bank."
BUSINESS
By Ted Shelsby | May 29, 1991
A year ago this week, directors of Baltimore-based Allied Research Corp. elected Reinald W. Carter chief executive and assigned him the task of turning around a company that had struggled much of the past decade to stay alive.In the words of Marvin B. Ruffin, the small defense contractor's chairman who has since died, it was a case of "throw him to the wolves and hold him responsible."Allied hadn't posted a profit since 1987 and had chalked up a string of eight red-ink quarters.But that was then.
BUSINESS
By Ross Hetrick and Ross Hetrick,Evening Sun Staff RHC bB | July 18, 1991
Hurt by an expensive proxy fight and a golden parachute payment to its former chairman, Baltimore Bancorp saw its earnings drop by 44 percent during the second quarter.The parent company of the Bank of Baltimore reported a second-quarter net income of $3 million, or 24 cents a share, compared with earnings of $5.4 million, or 42 cents a share, during the 1990 second quarter.The net income was severely hurt by the $1.3 million the bank spent to fight a takeover attempt by dissident stockholders.
BUSINESS
By Ross Hetrick and Ross Hetrick,Evening Sun Staff | June 21, 1991
Describing the bitter proxy fight for Baltimore Bancorp as a "clash of egos," U.S. District Judge J. Frederick Motz called on the battling parties to resolve their differences."
BUSINESS
By Ross Hetrick and Ross Hetrick,Evening Sun Staff | August 6, 1991
Given another chance to win the hearts and minds of its shareholders, Baltimore Bancorp has issued a proxy statement saying management has heard their voices and is listening.That message, the main theme of a proxy statement sent to shareholders last weekend, comes as management is gearing up for the second round of a proxy fight against dissidents headed by Edwin F. Hale Sr.Hale owns shipping and trucking companies as well as the Baltimore Blast, a professional indoor soccer team.On Aug. 29, shareholders of the fifth largest banking operation in the state will vote on whether to expand the company's board from 18 to 28 directors.
BUSINESS
By Timothy J. Mullaney | May 21, 1991
The combatants in the proxy fight for control of Baltimore Bancorp whipped their horses into the homestretch yesterday, as dissident shareholders protested management's tactics to the U.S. Securities and Exchange Commission and management waited for results from a new proxy mailing to shareholders completed on Friday.Both sides said they are confident of victory at the company's annual shareholders meeting, scheduled for tomorrow at the Sheraton Inner Harbor Hotel.Management's new proxy mailing asked shareholders to support Baltimore Bancorp's six incumbent directors up for re-election, and to support the company's position opposing the dissidents' move to expand the board to 28 directors from 18.Expanding the board would let the dissidents elect up to 16 directors and give them a chance to take control of the company.
BUSINESS
By Bloomberg News | April 17, 2007
Billionaire investor Carl C. Icahn dropped his plans to propose an opposing slate of directors for the board of Gaithersburg-based MedImmune Inc., noting the biotechnology company's decision to seek a buyer. Icahn, in an e-mail statement yesterday, said he urged MedImmune "several weeks ago" to put the company up for sale. He also said at the time that he intended to nominate directors at the 2007 annual meeting "whose intention it would be to accomplish this." In pulling back yesterday, Icahn said he reserved the right to pursue the proxy fight if MedImmune, Maryland's largest biotech company in sales and employment, fails to complete a sale.
BUSINESS
By John Schmeltzer and John Schmeltzer,Chicago Tribune | October 13, 2006
Shares of McDonald's Corp., the world's largest restaurant operator, have rebounded in the past few months to levels not seen in more than six years. The climb comes on the heels of a 50 percent boost in the company's dividend and pressure from a hedge fund manager threatening a proxy fight. The company's stock has risen more than 25 percent from the July 14 close of $33.04 to yesterday's closing price of $42.23 on news that its September sales were stronger than expected and third-quarter profits would exceed the predictions of analysts.
BUSINESS
By LAURA SMITHERMAN and LAURA SMITHERMAN,SUN REPORTER | November 16, 2005
Citigroup Inc. has agreed to the demands of a mutual fund investor who had waged a proxy battle by threatening to vote against the fund's transfer to Legg Mason Inc., removing a hitch in a $3.7 billion deal between the two financial companies. Salomon Brothers Fund, which is under the Citigroup umbrella, decided to open the fund to new investors, a move sought by Elliot Management Corp., the fund's largest investor. In return, Elliott agreed to drop its proxy fight and to vote for a new management agreement that would enable the fund to be transferred to Legg Mason.
BUSINESS
By NEW YORK TIMES NEWS SERVICE | April 1, 2005
Signaling its refusal to back down from a two-month bidding war, Qwest Communications International has once again raised its offer for MCI. The fresh offer of $8.9 billion, made yesterday, was made two days after MCI's board tried to end the contest by accepting a $7.6 billion bid from Verizon Communications. Qwest's new bid would give MCI shareholders $27.50 a share, with $13.50 in cash and the rest in stock. Qwest had previously offered $8.45 billion, or $25.60 a share, in cash and stock.
BUSINESS
By M. William Salganik and M. William Salganik,SUN STAFF | December 24, 2004
Moving its takeover battle to another front, Omnicare Inc. announced yesterday that it plans to have three candidates run for seats on the board of directors of Baltimore-based rival NeighborCare Inc. That sets up the possibility of a proxy fight leading up to NeighborCare's annual shareholders meeting next year. A date hasn't been set for the meeting; this year's meeting was June 15. Proxy fights are a tactic often used by spurned suitors in takeover attempts. In its 18-month-long battle to buy PeopleSoft Inc., Oracle Inc. last month threatened a proxy fight for PeopleSoft board seats.
BUSINESS
By Lorene Yue | February 22, 2004
Brace yourself for the white booklet invasion known as proxy season. Thousands are being delivered, clogging up mailboxes and cluttering desks and kitchen tables as investors promise to read it tomorrow. To the Securities and Exchange Commission, a proxy report, or DEF 14A, is a required filing for any publicly traded company and must be distributed prior to the firm's annual meeting. It is supposed to provide information on the company's board of directors and executive compensation and give shareholders a chance to vote by proxy on certain proposals.
BUSINESS
By LAURA SMITHERMAN and LAURA SMITHERMAN,SUN REPORTER | November 16, 2005
Citigroup Inc. has agreed to the demands of a mutual fund investor who had waged a proxy battle by threatening to vote against the fund's transfer to Legg Mason Inc., removing a hitch in a $3.7 billion deal between the two financial companies. Salomon Brothers Fund, which is under the Citigroup umbrella, decided to open the fund to new investors, a move sought by Elliot Management Corp., the fund's largest investor. In return, Elliott agreed to drop its proxy fight and to vote for a new management agreement that would enable the fund to be transferred to Legg Mason.
BUSINESS
By Ross Hetrick and Ross Hetrick,Evening Sun Staff | May 22, 1991
Baltimore Bancorp, the target of a bitter proxy fight over control of the company, has announced that it will extend stockholder voting for directors on the board and other issues through noon next Tuesday to give shareowners a chance to digest recent developments in the battle.The bank holding company's annual meeting was being held today at the Sheraton Inner Harbor Hotel.Jerome Baroch, senior executive vice president for Baltimore Bancorp, said the bank decided to hold open the polls for stockholders in light of a decision yesterday by the Federal Reserve System and concerns by the Securities and Exchange Commission about possible stockholder confusion.
BUSINESS
By BLOOMBERG NEWS | May 4, 2002
PALO ALTO, Calif. - Hewlett-Packard Co. Chairwoman and Chief Executive Officer Carelton S. "Carly" Fiorina will have little time to celebrate now that the company has completed the $18.9 billion purchase of Compaq Computer Corp. after an eight-month struggle. The 47-year-old CEO lobbied skeptical investors, fought heirs of her company's founders and convinced a judge that she hadn't misled shareholders in her push to close the deal. Investors say all of that might look easy compared with what's next: stitching together the world's second- and third-largest computer makers.
BUSINESS
By BLOOMBERG NEWS | April 30, 2002
WILMINGTON, Del. - Hewlett-Packard Co. asked a judge to absolve Chief Executive Officer Carleton S. "Carly" Fiorina and Chief Financial Officer Robert P. Wayman of wrongdoing in gathering votes for an $18.3 billion bid for Compaq Computer Corp. Former Director Walter B. Hewlett, who opposes the acquisition, sued the company March 28, saying executives coerced Deutsche Bank AG to switch at least 17 million votes in favor of the purchase. He also claims Fiorina and her deputies misled investors about the potential benefits of the buyout.
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