Corporate Contest Advisory
There are few situations where the stakes are as high as in a hostile takeover. The key to a successful bid or defense is accurate, relevant information.
Kroll works closely with clients involved in proxy fights, whether incumbent management, an acquiring company or dissident shareholders, to develop insight about the opponent’s intentions, vulnerabilities, strategies and tactics. Our research has resulted in the discovery of highly relevant, actionable information, including facts that demonstrate the opponents’ impact on shareholders, track record of value creation or destruction as well as criminal convictions, regulatory violations, false claims of employment and academic degrees, intentional omissions of adverse employment histories, significant judgments, undisclosed litigation, business associations, conflicts of interest and shareholder agreements. We also advise clients on defensive measures to fend off opponents’ investigative strategies.
For close to 40 years, companies and investors have turned to Kroll to provide key intelligence to successfully execute -- or thwart -- high-profile corporate takeover bids.
Kroll’s client teams include experts in the fields of investigative journalism, management consulting, intelligence,law enforcement, finance, accounting, and other disciplines. The value of our work is not merely the ability to obtain information, but our experience analyzing raw data, recognizing links and discrepancies and following leads to draw inferences and conclusions, to allow our clients to make the most informed strategic decisions.
Case study: Board of Hi-tech Firm Fights Founder in Proxy Contest
Kroll was retained by the outside counsel for the board of directors of a technology firm in an effort to prevent the founder and two others from securing seats on the company's board. Kroll's efforts focused on identifying misleading and inaccurate statements in the trio's proxy submission. A thorough review of public filings, litigation and media reports identified discrepancies and embellishments in the board candidates' resumes, biographies and proxy filings. In addition, through interviews of well-positioned sources, Kroll discovered undisclosed relationships, which would have created conflicts for two of the candidates, should they have been elected to the board.
Case Study: Fortune 200 Company Resists Shareholder Activism
When a Fortune 200 company faced a challenge by an insurgent shareholder to sell off a significant division, the company successfully contested the insurgent in court and prevented a shareholder vote with the help of evidence that Kroll uncovered. Kroll researchers established that the analysts hired by the shareholder to value the division in question lacked the training and expertise to make such a valuation. Moreover, the company demonstrated that the valuation was not independent, as represented in SEC filings, because the firm providing the analysis had profited by processing trades for the shareholder’s hedge fund.