Skip to main content

Occidental-Anadarko Update: Observations on Shareholder Activism--and Clarification on When a Proxy Contest Provides a “Proper Purpose” for a Books and Records Demand

M&A/PE Briefing | December 4, 2019

In this Briefing, we discuss the perfect storm of factors in the Occidental-Anadarko merger situation that attracted activist interest and we offer related practice points. We also discuss the Court of Chancery’s recent decision in High River v. Occidental, which appears to be the first case in which the court has explicitly focused on whether a stockholder’s communicating with other stockholders in a proxy contest about board decisions with which the stockholder disagrees (but as to which it does not allege legally actionable board misconduct) is a “proper purpose” for a demand for inspection of the corporation’s book and records under DGCL Section 220.

Additional information

icon View File

This communication is for general information only. It is not intended, nor should it be relied upon, as legal advice. In some jurisdictions, this may be considered attorney advertising. Please refer to the firm’s data policy page for further information.