Nardello & Co. was retained to investigate a proxy slate submitted by a dissident shareholder. Specifically, our client believed that the dissident shareholder was secretly working in concert with several major existing shareholding funds. To that end, we were asked to identify any current or historical links between the relevant parties.
Our research included extensively reviewing SEC filings to see if the parties appeared as co-investors in other companies; reviewing media, including earnings calls, to determine if any of the parties held positions in companies that did not need to be publicly disclosed (i.e., less than 5%); reviewing dates of stock purchases to identify any trading patterns of interest in the event that two or more funds invested in the same company; establishing the educational and professional background of the principals of the target funds in order to identify possible links through previous employment, memberships in associations or attendance at the same schools; identifying email addresses used by the principals of the funds and checking those addresses in financial chat rooms and the Internet to see if two or more funds may have shared information/comments about the same company; reviewing social media for possible links between parties; and reviewing online litigation records for any cases in which the funds and/or their principals may have appeared as co-plaintiffs or co-defendants.
Our findings were used by the client to inform its successful legal strategy in the proxy battle.