Kirkland M&A Update Kirkland & Ellis LLP

M&A Notes - March 15, 2004

In what is apparently a case of first impression, a federal district court recently held that a stockholder opposing a merger can mail to the subject company's other stockholders a duplicate copy of the company's proxy card, together with instructions as to how to use the card to vote against the merger, without complying with the proxy rules of the Securities Exchange Act of 1934. This decision makes it possible for a stockholder that opposes a proposed merger or other transaction requiring stockholder approval to facilitate a vote by other stockholders against the transaction without complying with these proxy rules.