Arik Hesseldahl

Recent Posts by Arik Hesseldahl

Here’s Judge Sullivan’s Ruling In Greenlight Capital’s Lawsuit Against Apple

lawsuits_380-featureBelow is the opinion of Judge Richard Sullivan of the U.S. District Court in Manhattan in the matter of Greenlight Capital vs. Apple.

The meat of the opinion is on page 10:

“Having carefully reviewed the record before it, the Court finds that Greenlight and Gralnick face irreparable harm if they are compelled to vote on Proposal No. 2 in violation of SEC rules. By voting either against the slate of amendments and thus against two amendments they support, or for the amendments – including the offending “blank check” provision that they oppose – Greenlight and Gralnick will have been forced to vote on a package of items for which they did not have a single position, and denied the right to inform management of their views on specific items.”

Sullivan goes on:

Apple’s arguments in opposition fundamentally misunderstand the harm alleged. For instance, Apple insists that there is no irreparable harm because the “blank check” amendment will not eliminate the company’s power to issue preferred stock. (Opp’n to Green. 17-18.) But the harm is that Greenlight and Gralnick will be forced to cast an unrepresentative and illegal vote, not that they might be denied their desired substantive outcome. Apple’s contention that any harm is mooted because shareholders could reinstate the “blank check” provision through a later proxy vote is likewise beside the point.

Here’s the full decision:

Greenlight Ruling by Arik Hesseldahl


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