Media Mentions
SRZ Partner Michael Swartz Quoted in Activistmonitor: “Masimo’s Reverse on Bylaws Heads off Legal Fight that Threatened Activist Model”
February 17, 2023
In a recent Activistmonitor article by Aldrin Brown, Schulte Roth & Zabel partner Michael Swartz discussed the ongoing litigation between SRZ client Politan Capital and Masimo Corp. regarding Masimo's adoption of its amended advance notice bylaws after learning of Politan’s desire to seek two board seats.
Before being withdrawn on Monday, the bylaws required disclosure of extensive new information about the investment holdings and future plans of nominating shareholders, their partners and relatives. Shareholder groups either do not have access to such information or are often prohibited from disclosing it due to confidentiality obligations, thus the bylaws effectively served to prevent challenges to the current board composition.
“I wanted to get a decision from the court and I wanted it on the books of Delaware,” said Michael. “I wanted to make clear that these types of disclosure requirements, which undermine the activist business model, are not acceptable under Delaware law.”
He continued, “I hope that what happened here was an object lesson and that companies will not seek to adopt advance notice bylaws of this sort.”
“I hope this puts an end to this wave,” he added. “I think it will.”
Read the article here.
