Insights

On June 14, 2019, Saba entered into three standstill agreements with three registered closed-end funds and their investment adviser. The agreements arose from proxy contests that Saba initiated in an effort to coerce the funds into liquidating, converting into open-end funds or shrinking in size through at-or-near-net-asset-value “liquidity events.” In light of the increasingly aggressive tactics activist investors are using, the boards of closed-end funds should reevaluate shareholder rights plans, state law control share statutes and other corporate defense strategies.

Guidance and no-action decisions from the staff of the SEC's Division of Corporation Finance provide important guideposts, but the path forward on many shareholder proposals remains murky.

In today’s world — where social media has become a source of news for many — companies and individuals often find themselves the subject of negative and anonymous online comments. These comments can give rise to legal claims, but unmasking an anonymous critic and holding them responsible is no small challenge. Conversely, companies and individuals may choose to speak anonymously for a variety of reasons. Anonymous speech is protected by the First Amendment, but these protections are not boundless.