At a recent CA Inc. shareholder’s meeting, 41 percent voted in support of a bylaw amendment proposed by professor Lucian Bebchuk, which was designed to regulate the board’s use of “poison pills”. CA is one of the world’s largest IT management software providers.
Earlier this year, CA tried to exclude Bebchuk’s proposal on grounds that it would be invalid under state law. A decision by the Delaware Chancery Court, however, forced CA to place the proposal on the ballot, establishing a precedent that would discourage other companies from excluding such proposals.
“I am pleased that the bylaw received a level of support that is unusual for a novel proposal,” said Bebchuk, who noted that an earlier proposal this year at Halliburton obtained only 8 percent of the votes. “I view the CA vote as a sign of growing recognition among institutional investors of the merit of the type of bylaw that I put forward.”
More information about Bebchuk’s CA proposal — as well as his bylaw initiative more generally — can be found on the policy and advocacy page of his website.