TPG-Axon, beneficial owner of 7.3 percent of the outstanding shares of SandRidge Energy, Inc. (NYSE: SD) (“SandRidge” or the “Company”), noted Delaware Chancery Court Judge Leo E. Strine Jr.’s ruling that SandRidge Energy’s Board of Directors violated its fiduciary duty to shareholders by refusing to approve TPG-Axon's slate of highly-qualified director nominees for purposes of the Company's "Proxy Puts".
As a result of this "fundamental offense to the dignity of the corporate office," the Court barred SandRidge from continuing to solicit consent revocations until TPG-Axon's director nominees are approved for purposes of the Proxy Puts and invalidated all consent revocations already received.
In regards to the ruling, TPG-Axon notes that it is not surprised by the Court’s decision and reiterates its strong belief that throughout its consent solicitation SandRidge’s current Board of Directors has acted in a manner to entrench themselves and prevent a fair process from playing out. TPG-Axon believes the ruling further demonstrates why SandRidge directors must be replaced – time and time again, they have shown disregard for stockholder, obsequiousness to CEO Tom Ward, and persistently prioritized their own self-interest.
In its 38-page decision, the Court notes the following:
- “…the board has likely acted with an absence of good faith and reasonableness inconsistent with their fiduciary duties.”
- “…the incumbent board’s behavior is redolent more of the pursuit of an incremental advantage in a close contest, where a small margin may determine the outcome, than of any good faith concern for the company, its creditors, or its stockholders.”
- “…the incumbent board has admitted it has no basis to doubt the integrity of the TPG slate or the basic qualifications of that slate to serve with competence as the directors of a public company…”
- “Having failed to exercise its discretion in a reasonable manner, the incumbent board should be enjoined from soliciting consent revocations, voting any proxies it received from the consent revocations, and impeding TPG’s consent solicitation in any way until the incumbent board has approved the TPG slate.”
Select the service that is right for you!COMPARE ALL SERVICES
Jim Cramer and Stephanie Link actively manage a real portfolio and reveal their money management tactics while giving advanced notice before every trade.
- $2.5+ million portfolio
- Large-cap and dividend focus
- Intraday trade alerts from Cramer
- Weekly roundups
Access the tool that DOMINATES the Russell 2000 and the S&P 500.
- Buy, hold, or sell recommendations for over 4,300 stocks
- Unlimited research reports on your favorite stocks
- A custom stock screener
- Upgrade/downgrade alerts
Jim Cramer's protege, David Peltier, identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.
- Diversified model portfolio of dividend stocks
- Alerts when market news affect the portfolio
- Bi-weekly updates with exact steps to take - BUY, HOLD, SELL
All of Real Money, plus 15 more of Wall Street's sharpest minds delivering actionable trading ideas, a comprehensive look at the market, and fundamental and technical analysis.
- Real Money + Doug Kass Plus 15 more Wall Street Pros
- Intraday commentary & news
- Ultra-actionable trading ideas
Our options trading pros provide daily market commentary and over 100 monthly option trading ideas and strategies to help you become a well-seasoned trader.
- 100+ monthly options trading ideas
- Actionable options commentary & news
- Real-time trading community
- Options TV