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Business litigation can arise from conflicts among shareholders

In Oregon and other states, it is not unusual for business law attorneys to be involved in counseling companies or individual shareholders regarding disputes within the ownership elite of the company. When the company is a public one, there may be highly visible campaigns for election of candidates to a seat on the board of directors. In fact, one of the biggest boardroom battles in recent history is now playing out for a seat on Procter & Gamble's board. Sometimes, these conflicts regarding ownership and management control can result in business litigation.

The conflict pits the company's CEO David Taylor against aggressive investor Nelson Peltz. Taylor has called the Peltz proposals for restructuring the company to be "very dangerous." Nonetheless, Peltz has gained the support of an influential shareholder advisory firm, Glass, Lewis & Co. LLC, which is one of two major proxy advisory companies nationwide. The advisory firm announced that, at the least, the election of Peltz would lead to a "more candid evaluation" of Procter & Gamble's risks and opportunities.

Peltz brings a reformist approach to his candidacy by asserting that Procter & Gamble is mired in a "suffocating bureaucracy" that has weighed down the company's ability to be innovative and efficient. There is an upcoming Oct. 10 annual meeting of the retail giant for election of its board by the shareholders. Proxy firms play an influential role in swaying large investors to vote one way or another.

There is one other major proxy advisory firm, Institutional Shareholder Services, Inc. Procter & Gamble's big shareholders are waiting for Institutional's report on the Peltz candidacy. The report could be the decisive factor in swaying the election results. In Oregon and elsewhere, battles for shareholder control and influence over company policy may also occur in privately held companies. Business litigation attorneys may play a key role in assisting the parties in their strategies and in determining the prospects for potential court action to confront irregularities in the voting process.

Source:, "Nelson Peltz Gets Major Boost in Battle to Gain Seat on Procter & Gamble's Board", Ronald Orol, Sept. 22, 2017

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