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Proxy Access Proposals in the 2015 Proxy Season


Speaker(s): Arthur B. Crozier, Avrohom J. Kess, Yafit Cohn
Recorded on: Jun. 3, 2015
PLI Program #: 137441

Arthur B. Crozier is Chairman of Innisfree M&A Incorporated of New York and of Lake Isle M&A Incorporated, Innisfree’s wholly-owned UK subsidiary. Mr. Crozier’s practice includes the representation of U.S. and international clients in a wide variety of transactions and proxy contests, as well as annual and special meetings. In addition, he counsels an international roster of clients on corporate governance, shareholder engagement and executive compensation issues.

Recent activist/takeover situations he has worked on include: the successful defense at Taubman Centers against the proxy contest by Land and Buildings; the successful acquisition of SolarCity by Tesla Motors, the successful defense at Chico’s FAS against the proxy contest by the Barrington Group, the successful defense at DuPont against the proxy contest by Trian Partners; the successful defense at Allergan against the unsolicited offer by Valeant Pharmaceuticals and Pershing Square Capital Management; the successful defense at Time Warner Inc. against the unsolicited acquisition proposal by 21st Century Fox; the successful defense at Aspen Insurance against the unsolicited tender offer and accompanying solicitation of calls for special meetings by Endurance Specialty Holdings; the defense at Transocean against the proxy contest conducted by Carl Icahn; the successful acquisition of Dell Inc. by Michael Dell and Silver Lake Management, despite opposition by Carl Icahn and Southeastern Asset Management; the successful proxy contest waged by P. Schoenfeld Asset Management at MetroPCS to improve the terms of its merger with T-Mobile; the successful defense at Agrium against the proxy contest by JANA Partners; and the successful defense at Oshkosh Corporation against the proxy contest and unsolicited tender offer by Carl Icahn.  Mr. Crozier has written numerous articles and spoken extensively on the subjects of corporate governance, shareholder engagement, proxy contests, hedge fund activism, executive compensation and international voting practices.

He received his B.A. degree from the College of the Holy Cross and his J.D. degree from Boston College Law School.

He is a member of the National Investor Relations Institute, the International Bar Association, the Advisory Board for the Program on Corporate Governance at Harvard Law School, and the Society for Corporate Governance; as well as a Director of the Boy Scouts of America, Greater New York Councils and a Trustee of The Commonwealth Charitable Fund, Inc.


Yafit Cohn is an Associate in the Firm’s Public Company Advisory Practice. Her practice focuses on advising public companies on issues pertaining to securities law and corporate governance. Yafit regularly assists corporate management and boards of directors on a wide range of matters, including SEC reporting and disclosure requirements, shareholder proposals, the impact of proxy advisory firms, and responses to formal and informal SEC inquiries. Yafit’s recent clients have included Accenture, Ingersoll-Rand, L-3 Communications, PPL Corporation and The Travelers Companies, Inc.

Yafit received her J.D. in 2004 from Columbia Law School, where she was a Harlan Fiske Stone Scholar, and her B.A., summa cum laude, in 2001 from Columbia College. She was admitted to the New York Bar in 2005.

Recent Publication

  • “Privilege and Work Product in Internal Investigations,” New York Law Journal (Apr. 10, 2014)
  • “Litigation Fee-Shifting Bylaws Facially Valid in Delaware,” New York Law Journal (June 12, 2014)
  • “Attorney-Client Privilege in Internal Investigations,” New York Law Journal (Aug. 14, 2014)
  • “‘Loser Pays’ Rules Make A Comeback,” Wall Street Journal (Opinion) (Aug. 28, 2014)
  • “Intra-Law Firm Communications, Conflicts of Interest, and the “Fiduciary Exception” to the Attorney-Client Privilege,” Business Law Today (Sept. 2014)
  • “CEO Succession: Principles and Considerations,” Practical Law (Oct. 2014)
  • “Enforceability of Board-Adopted Forum Selection Bylaws,” New York Law Journal (Oct. 9, 2014)
  • “The Scope of the False Claims Act’s First-to-File Bar,” ABA’s Commercial & Business Litigation (Nov. 21, 2014)
  • “Playing the Dodd-Frank Shaming Game,” Wall Street Journal (Opinion) (Dec. 3, 2014)
  • “Pleading Corporate Scienter: Circuits Split on Standard,” New York Law Journal (Dec. 11, 2014)


Avrohom J. (“A.J.”) Kess is a Partner at Simpson Thacher & Bartlett LLP, where he is a member of the Firm’s Corporate Department and the Head of the Public Company Advisory Practice. A.J. advises clients on public and private offerings of securities and a wide range of general corporate and securities law matters. A.J. also regularly advises boards of directors and their committees regarding governance-related matters.

A.J.’s clients include large, multinational corporations such as Accenture plc, Genesee & Wyoming Inc., L-3 Communications Holdings, Inc. and The Travelers Companies, Inc., which he counsels regarding general corporate, securities laws and governance matters. A.J. represented Ford Motor Company in connection with its $23.5 billion financing, one of the largest corporate financings in history. In addition, A.J. advised Accenture on its worldwide reorganization effected in connection with its initial public offering, as well as its subsequent redomiciliation from Bermuda to Ireland. A.J. has also represented major investment banking firms, including JPMorgan and Morgan Stanley, in connection with various securities offerings.

A.J. served as special counsel, along with other Simpson Thacher & Bartlett attorneys, to The Conference Board Commission on Public Trust and Private Enterprise in connection with its issued “findings and recommendations” regarding executive compensation, corporate governance and audit and accounting matters.

A.J. is a frequent speaker and author on corporate governance matters. A.J. was recognized by Chambers Global: The World’s Leading Lawyers for Business 2011and Chambers USA: America’s Leading Lawyers for Business 2010 as a leading lawyer in Capital Markets: Debt & Equity.

A.J. has been with the Firm since 1995. He received his B.S. in Accounting in 1989 from Brooklyn College, where he was a member of the Alpha Sigma Lambda Society, and he received his J.D., cum laude, from New York University in 1994. He was admitted to the New York Bar in 1995.