ISS Recommends Shareholders Withhold Votes for 6 Ashford Trust Directors

The Harvard Law School Forum on Corporate Governance and Financial Regulation 2014-05-27

Summary:

Editor's Note: The following post comes to us from JJ Fueser, Research Coordinator at UNITE HERE.

UNITE HERE proposals to opt out of Maryland Unsolicited Takeover Act have received resounding support from shareholders of Ashford Hospitality Prime.

Over the past two years, activist shareholder UNITE HERE, the hospitality workers’ union, has been winning corporate governance reforms at lodging REITs, which are nearly all incorporated in Maryland.

Several proposals ask boards to opt out of Maryland statutes which provide a range of anti-takeover tools. The Maryland Unsolicited Takeover Act (MUTA), for example, allows boards to classify at any time without shareholder approval.

UNITE HERE has argued that without opting out of MUTA—and requiring shareholder approval to opt in—a Maryland REIT has not truly declassified its board. The proposals to opt out of Maryland’s anti-takeover statutes have gained traction, with six proposals withdrawn after full or substantial implementation.

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Link:

http://blogs.law.harvard.edu/corpgov/2014/05/27/iss-recommends-shareholders-withhold-votes-for-6-ashford-trust-directors/

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Blogs.law Aggregation Hub » The Harvard Law School Forum on Corporate Governance and Financial Regulation

Tags:

boards of directors practitioner publications board declassification classified boards iss jj fueser reits shareholder activism shareholder proposals unite here

Authors:

Noam Noked, co-editor, HLS Forum on Corporate Governance and Financial Regulation,

Date tagged:

05/27/2014, 14:30

Date published:

05/27/2014, 09:13