Hostile Takeovers/Proxy Contests
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Kroll has played a central role in successfully executing and thwarting high-profile takeover bids. Be it a proxy contest or tender offer, our strategy is simple: information makes the difference between winning and losing.
How We Investigate
Kroll works closely with clients to gather intelligence about the opposition’s strategies, intentions, vulnerabilities and tactics. We can support a bid or defense by developing facts and evidence that can be put to use in negotiations and the litigation that customarily accompanies a corporate contest. Our goal is to obtain information that supports the legal and public relations strategies of our client.
Among the types of information we seek out are:
- misstatements in SEC filings
- undisclosed affiliations within shareholder groups
- regulatory violations
- antitrust issues
- conflicts of interest
- incidents of self-dealing
- the opponents’ financial strength
We advise our client’s management team, corporate counsel and public relations consultants on how to use the information gathered to strengthen the company’s position.
The Kroll Advantage
Our research has resulted in the discovery of highly relevant information, such as significant judgments, contingent liabilities, major litigation, undisclosed business associations and conflicts of interest, among other findings.
We also advise our clients on defensive measures to thwart opposing investigative strategies.
We draw upon the resources of a diverse and talented professional network within Kroll, with backgrounds in law, accounting, business, finance, journalism and government. We are able to provide access to one of the world’s most extensive corporate intelligence networks, which can be leveraged to uncover the facts others cannot find, to develop practical strategies and to preserve company interests.
Related Services:
Kroll evidence helps bar three from technology board
Kroll was retained by the outside counsel for the board of directors of a high technology firm in an effort to prevent the founder and two others from securing seats on the company's board of directors. Kroll's efforts were focused on identifying misleading and inaccurate statements in the trio's proxy submission. A thorough review of public filings, litigation and media reports identified discrepancies and embellishments in the board candidates' resumes, biographies and proxy filings. In addition, through interviews of well-positioned sources, undisclosed relationships were surfaced by Kroll which would have created conflicts for two of the candidates, should they have been elected to the board.
Research discredits insurgent shareholder action
When a Fortune 200 company was being challenged by an insurgent shareholder to sell off a significant division, the company successfully challenged the insurgent in court and prevented a shareholder vote with evidence that Kroll uncovered. Researchers established that the analysts hired by the shareholder to value the division in question lacked the training and expertise to make such a valuation. Moreover, the company demonstrated that the valuation was not independent as represented in SEC filings because the firm providing the analysis had profited by processing trades for the shareholder’s hedge fund.
Kroll uncovers shareholder trading irregularities in proxy fight
In the course of a proxy fight, Kroll researchers demonstrated that an insurgent shareholder had violated SEC “short swing” trading prohibitions and had benefited by fluctuations in the stock caused by speculation that a takeover bid would be forthcoming. Through a combination of public records research and source interviews, Kroll also established undisclosed relationships between proxy candidates and the lead shareholder mounting the challenge and material omissions in their biographies. Finally, through surveillance and scrutiny of publicly available trading records, Kroll identified an undisclosed alliance between several hedge funds and private equity groups.
Read more Kroll case studies.
To discuss how we can help your organization, please contact one of our regional directors or find your nearest Kroll office.
| Bob Brenner Americas |
+1 212 833 3334 | |
| Tommy Helsby Europe/Middle East/Africa |
+44 207 029 5000 | |
| Tad Kageyama Asia |
+852 2884 7725 | |
| Andrés Otero Latin America |
+1 305 789 7100 |
