Lawsuits and Letters: TPG-Axon’s Playbook for Unseating a Recalcitrant and Underperforming Board of Directors
Hedge Fund Law Report
The shareholder consent solicitation process often affords company shareholders, such as hedge funds, an opportunity to effect portfolio company changes, such as the amendment of the company’s bylaws or the ouster of the company’s board, without calling a formal shareholder meeting. Nonetheless, in a recent row between hedge fund TPG-Axon Partners, LP (Axon Partners) and affiliated hedge funds (together with Axon Partners, Axon or the Funds) and SandRidge Energy, Inc. (SandRidge), Axon sued, claiming that SandRidge inappropriately interfered with the consent solicitation process, thus making it more difficult for Axon to obtain in a timely fashion the required consents necessary to effect its desired changes to the company’s bylaws and board. Axon’s suit requested, among other things, that SandRidge be enjoined from interfering with the consent solicitation process. The outcome of this suit could have a significant impact on the ability of hedge funds that owns shares in public companies organized in Delaware to effect changes through the consent solicitation process. This article describes the disputes between Axon and SandRidge in the courts and in the press; outlines the allegations contained in Axon’s complaint and in letters from Axon to the SandRidge Board; and discusses Axon’s proposed consent request to SandRidge shareholders.