Caremark, Working with Broadridge

What is the Caremark doctrine?

  • Why does that strike you as weird?

  • But sometimes lawbreaking definitely does hurt shareholders, right?  Like, if the company has huge penalties or goes out of business?

  • So why are there problems now?

  • So can Delaware just change the law, and get rid of Caremark, or narrow it in some way?

Companies encounter the company every year, and activists need to deal with Broadridge with some frequency.

  • Who, exactly, is Broadridge?

  • What do they do?

  • How do they make money from companies and activists?

  • How did you (Mike) come to deal with them?

  • What can an activist obtain from them?

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Tornetta update

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Ben & Jerry’s, buying votes