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Introduction

On 27 April 2018 Judge Ostrager of the Commercial Division of the New York Supreme Court (New York's trial level court) enjoined Fujifilm Holdings Corp's proposed acquisition of a controlling interest in Xerox Corp, which was to be effected in three steps:

  • first through the redemption of Fuji's interest in a joint venture between Fuji and Xerox;
  • then through the issuance of new common shares of Xerox to Fuji; and
  • finally through the payment of a special dividend to the Xerox stockholders.(1)

The court also compelled Xerox to waive provisions of its advance notice bylaw, enabling activist investors to nominate a competing slate of directors after the otherwise applicable deadline. The court's decision has been recognised as precedent-setting New York case law and as a victory for activist shareholders (most notably, Carl Icahn, Xerox's largest shareholder, and Dar­win Deason, Xerox's third largest shareholder). read the rest here

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