Bylaw Response To 'Placeholder Slate' Tactic Is Unproven

By Richard Grossman, Robert Saunders, Rodd Schreiber, David Clark and Rachel Cohn (October 20, 2017, 1:23 PM EDT) -- In the past year, more than 50 publicly traded companies, including 19 on the Standard & Poor's 500 index, have amended their bylaws to address the potential for a so-called "placeholder slate" of directors. The bylaw amendments began to appear in response to a tactic used last year to end-run typical advance notice bylaws for director nominations. However, neither the bylaw amendments nor the placeholder-slate tactic has been tested in court, leaving their ultimate fate undetermined even as the adoption of these amendments appears to be growing....

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