A comprehensive guide and resource for Universal Proxy Card
WEBINAR: Universal Proxy Card After One Year - Replay HERE
Podcasts and webinars:
Universal Proxy Card - Basic Compliance and Advanced Strategy replay
Insightia with Kieran Poole
DealLawyers.com with John Jenkins
CorpGov.net with Jim McRitchie and John Glen Grau
Boardroom Alpha with David Drapkin
Alliance Advisors and StockPerks with Jim Miller
In November 2021, the U.S. Securities and Exchange Commission issued final regulations requiring companies to use the Universal Proxy Card (UPC), in all contested board of directors elections, or proxy contests.
UPC is one of the most significant rules affecting activist investors and proxy contests in decades. It potentially lowers the potential cost of a proxy contest materially, and changes dramatically the strategy and tactics in planning and executing a proxy contest.
Here, activist investors and others can find information and resources that will allow you to understand and take full advantage of this important new regulation.
We provide advisory services about this complicated and promising development in activist investing.
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Articles
No More Blue or Gold Cards (2/1/22)
How to Spend $5,300 on a Proxy Contest with the Universal Proxy Card (4/26/22)
Multiple Activist Muddle with Universal Proxy (5/3/22)
The 67% Solution (5/10/22)
How Universal Proxy Card Notices Work (5/24/22)
ESG Proposal or Director Nomination? (6/14/22)
How Continuous Voting with UPC Will Change Proxy Contests (7/12/22)
What Do Companies Think of Universal Proxy? (7/26/22)
Advice for Companies about Universal Proxy (8/9/22)
Universal Proxy Predictions (8/23/22)
New SEC Updates on Universal Proxy (8/30/22)
Proxy Advisors: Universal Proxy Changes Little (For Them) (9/6/22)
It's The First Universal Proxy Card! (9/20/22)
Company Bylaw Updates Respond (Weakly) to Universal Proxy (9/27/22)
UPDATE: It's The Second Universal Proxy Card! (10/4/22)
Big Changes For Proxy Solicitors With Universal Proxy (10/25/22)
One Card or Two? (12/14/22)
UPDATE: First Results From The Second Universal Proxy Card! (12/21/22)
The State of Company Bylaw Amendments for Universal Proxy (1/3/23)
Trian, Disney, and Universal Proxy (1/17/23)
An Auspicious Start for Universal Proxy (2/28/23)
UPDATE: Now We Know About Missing UPC Deadlines (4/12/23)
Activist Wins Another Vote Under Universal Proxy (5/9/23)
Ok, One More Activist Win Under Universal Proxy (5/16/23)
UPCs We're Tracking (8/22/23)
More SEC Updates on Universal Proxy, in Time for the Holiday! (11/21/23)
Finally, The First ESG Proxy Contest Under UPC (11/28/23)
UPCs We're Already Tracking (12/19/23)
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Academic papers
Universal Proxies, Scott Hirst, Yale Journal of Regulation, Volume 35, Issue 2
Universal Proxy Ballots and Private Ordering, Paul Menke, Journal of Corporation Law, Volume 46, Issue 2
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Other materials
Universal Proxy – Preparing for the New Regime (The Corporate Counsel webinar)
Universal Proxy Card (Council of Institutional Investors)
SEC Adopts Mandatory Universal Proxy in Contested Elections (Cooley)
SEC Dramatically Changes the Rules for Proxy Contests, Adopts Universal Proxy (Sidley)
New Era for Proxy Fights (The Deal)
Activist Battles Are About To Get A Lot More Personal (Forbes)
Universal Proxy Rules: Roadmap for Annual Meetings after August 31, 2022 (Olshan)
New Rule Will Shake Up How Activist Board Fights Play Out (Bloomberg)
A Review of Proxy Fight Outcomes Under the Universal Proxy Rules (Deal Point Data)
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Case studies
EQT Corporation (2019)
SandRidge Energy (2018)
Advisory services
We are experts in universal proxy card. We advise on:
Proxy contest strategy and tactics using UPC
Size and composition of a board slate with a UPC
Budget for a UPC proxy contest
Attorneys and proxy solicitors with UPC experience and expertise
Plan and schedule pursuant to UPC notices and deadlines
Please contact us to discuss your questions and activist situations.