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Closed-End Fund Governing Documents: The Defense Against Shareholder Activism  


Author:  Elliot J. Gluck.; Vanessa C. Richardson.


Source: Volume 58, Number 04, February 15 2025 , pp.51-54(4)




Review of Securities & Commodities Regulation

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Abstract: 

With the increase in closed-end fund shareholder activism in recent years, it has become increasingly important for funds to have provisions in their governing documents designed to protect them and their shareholders from the predatory tactics of short-term activist investors. This article discusses certain governing document provisions that have been in focus in recent interactions with such activists.

Keywords: Rule 14a-8; Majority Vote Standard for the Election Of Directors; Forum Selection Provisions; Preferred Share Voting Rights

Affiliations:  1: Willkie Farr & Gallagher LLP; 2: Willkie Farr & Gallagher LLP.

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