You are an independent director of Bettyco, a high-end manufacturer of cosmetics, with two years left to
Question:
You are an independent director of Bettyco, a high-end manufacturer of cosmetics, with two years left to serve on your three-year term. Bettyco’s board of directors has been approached by Ogre, an aggressive hedge fund that owns 4.9 percent of the company’s stock. Ogre wants Bettyco to introduce a line of inexpensive branded cosmetics for sale on television shopping channels. You believe that although Ogre’s plan might increase profits in the short run, it will come at the expense of destroying Bettyco’s reputation as a quality brand. Ogre has made it clear that if Bettyco doesn’t give in to its demands it will launch a proxy fight for control of the company. Meanwhile, Governance Watch, a shareholder rights group, makes a request to declassify the board of directors, which is placed on the company’s proxy statement. You believe that Governance Watch is acting in league with Ogre and that the purpose is intended to help Ogre win control of the company. Should you encourage Bettyco to resist the proposal? If the proposal passes, should you vote to ignore it?
Step by Step Answer:
The Law Of Governance Risk Management And Compliance
ISBN: 9781454881988
2nd Edition
Authors: Geoffrey Parsons Miller