Proxy Contests

There are few situations where the stakes are as high as in a contest for corporate control. The key to a successful defense or bid accurate is relevant information. Kroll provides proxy advisory to clients involved with corporate control fights, whether incumbent management, an acquiring company or dissident shareholders, to develop insight about the opponent’s intentions, acumen, vulnerabilities, tactics and past record in proxy contests. We also advise clients on defensive measures to fend off opponents’ investigative strategies.

Companies, investors and their legal advisors have turned to Kroll to provide key intelligence to successfully thwart – or execute - high-profile corporate takeover bids. Working closely with our clients, Kroll develops fact-finding strategies consistent with their objectives and desired outcome, leveraging a team of experts that includes former regulators and prosecutors, former investigative journalists, forensic accountants and research analysts.

Our investigative methodology and research have frequently resulted in the discovery of highly relevant, actionable information that has been instrumental in helping clients successfully defend their company or win control, including:

  • Undisclosed concert relationships, conflicts of interest and shareholder agreements
  • Material misstatements and omissions in public filings
  • Prior records of value creation or destruction
  • Criminal convictions and regulatory violations
  • Material litigation judgments, criminal convictions
  • False claims of employment and academic degrees
  • Intentional omissions of adverse employment histories

Kroll provides value by analyzing raw data, recognizing links and discrepancies and following leads to draw inferences and conclusions, allowing our clients to make the most informed strategic, legal and business decisions, thereby providing the best opportunity to win the contest..