Corporate Services

Proxy Solicitation

In the specialized area of proxy solicitation, Morrow has a reputation for steering a steady course. We proactively provide our clients with information on corporate governance, SEC and SRO rule changes, and other proxy issues throughout the year. We do not view a proxy solicitation as a seasonal project – we view it as a yearlong commitment. Our expert team handles all aspects of your solicitation including scheduling, recommending the most effective way to present your proxy materials, coordinating the distribution of your solicitation package and establishing telephone and Internet voting.

A Powerful Strategic Advantage
The foundation of our knowledge comes from our day-to-day work with the world’s leading publicly traded companies. Our large client base gives us vital information and unique insights about the voting patterns of fund managers, brokerage clients and principal shareholders, so we can reliably predict the outcome of both standard and contested solicitations. The depth and continuity of this experience and access cannot be duplicated. Annual meetings, special shareholder meetings, bankruptcy reorganizations, consents and agent designations are familiar waters for Morrow. Seasoned people with a high level strategic view and powerful corporate contacts devise and implement solutions that are customized to your organization’s unique requirements. By providing sound analysis together with unvarnished opinion, we can help you steer clear of hazards throughout the process and achieve your goals.

A True End-To-End Solution
Morrow is a turnkey provider with a fully integrated infrastructure for distribution, voting tabulation and information agent services. Our in-house resources include data processing, tabulation, inspector of election services, a dedicated distribution and fulfillment center, and state-of-the-art telecommunications centers.

Information Agent Services
Negotiated & Hostile Tender Offers, Exchange Offers,
Odd-lot Programs, Rights Offerings
Our superior technical resources and extensive relationships within the financial community enable Morrow to provide senior management with guidance and advice in capital market transactions. Morrow's Information Agent program addresses the three essential elements of a successful tender offer: mechanics, information flow, and information analysis. From a mechanical perspective, our services assure that all holders receive the offering documents on a timely basis – this includes record holders, Street holders, institutions and arbitrageurs. In addition, we manage the flow of information between the issuer and the shareholders. This enables shareholders to make an informed decision and provides management with current information on the status of the offer. Finally, providing investor feedback regarding the probable participation level of shareholders is the hallmark of our service. Our analysis of information from shareholders, the Street and the Market, allows us to gauge the success of the offer at an early stage, spot trends, and provide accurate estimates of the final outcome. These services are also important in tender offer defense scenarios where it is critical that shareholders receive and understand the board’s recommendation with respect to a hostile offer in a timely fashion.

Debt Offerings, Tender Offers, Exchange Offers, Redemptions
The growth of our debt-holder services division reflects the growing importance of the role of bondholders in corporate restructurings. Debt tender and exchange offers, along with debt-holder consent solicitations to amend the terms of the indentures, have been used with greater frequency as restructuring tools. Our debt-holder identification programs are often utilized in advance of a transaction to provide the client with a detailed debt-holder profile which leads to a more accurate assessment of the transaction’s chance of success.

Bankruptcy Services
Our bankruptcy specialists have the patience and expertise to drill-down through the departmental layers within banks and brokerages that may conceal creditors as well as debt and equity holders who must, by law, receive appropriate notification and grant approval for transactions. Morrow will help you proactively plan for each vote and distribute the necessary materials to each voting class.