Biogen Idec is building up its defenses against the sort of proxy battle it was forced to wage with activist investor Carl Icahn earlier this year. The company has revised its corporate bylaws to include obstacles for activist shareholders who want to nominate new directors or propose resolutions for a vote at annual meetings.
For instance, the company gave authority to its chairman to adjourn a shareholder meeting even if a majority isn't in favor. Shareholders who want to get resolutions or directors onto a ballot have to disclose their holdings in any financial instruments with values that depend on Biogen shares. And they'll have to fess up to any prior agreements with business partners or with its nominees about Biogen's future operations.
You'll recall that Icahn pushed Biogen to sell itself to the highest bidder earlier this year, arguing that the company was undervalued. But when Biogen solicited offers, no firm bids surfaced, and Icahn accused the company of just going through the motions. Then, he nominated his own slate of directors, but failed to get them on board.
- read the story in the Wall Street Journal