The long-running spat between Swiss pharmaceutical company Actelion and major shareholder Elliott Advisors comes to a head at the forthcoming GM on the 5th May. Which gives us a timely opportunity to revist some of the problems shareholders face voting their Swiss shares.
This is going to be a contentious meeting, with battle-lines already drawn before official meeting materials are made available. Shareholders are being urged by advisors on both sides to register their shares as early as possible in order to be able to vote at the meeting.
What’s at stake? Elliott Advisors, the London-based arm of Elliott Management Corporation LLC and shareholders to the tune of 6%, have been putting pressure on company management to arrange a sale in the face of disappointing progress to mitigate reliance on their flagship drug Tracleer, which makes up 84% of their revenue. Elliott has set up a web site in support of their ‘ATLN Shareholders for Choice’ campaign.
With company CEO Jean-Paul Clozer and his board pursuing a strategy of rewarding long-term shareholders through dividend and share buyback to promote stability, Elliott is attempting a major board shake-up by proposing the election of six new independent directors, together with the retention of current board members Joseph Scodari and Carl Feldbaum.
The registration process for such a high profile meeting is likely to come under intense scrutiny. Under Article 685g of the Swiss Civil Code which governs company law, companies have up to 20 days to approve the successful registration of shares to be voted at a meeting. With a record date of 28th April, shareholders who wish to ensure they can vote their shares at this meeting will run the risk of having their share registration refused too late in the process to resolve any problems if they seek to register after the 8th April.
This is especially important for those who are managing the shares on behalf of third parties, as the company may require proof of authority to act on behalf of those third parties. But many shareholders are put off voting in Switzerland because it is perceived as a blocking market. Not so. Despite what your custodian’s sub might say, blocking is set at the company level and this meeting does not require blocking. Registration is effectively the confirmation of a holdings position. For more background take a look at our previous article on this issue.
Investors wanting to have a say would be well advised to initiate registration processes before receiving notification through their vote service providers, as meetings can only formally appear once the official notice of meeting has been published by which time it will be too late to register. Information about registration can be found on the Actelion IR pages.
Last Updated: 17 March 2011