Second Apple investor sues over charter changes

News 14 Feb, 2013

Cupertino giant must resolve complaints before 27 February shareholder vote.

Apple has been hit with a second shareholder lawsuit in the space of a week.

The new suit, brought by Pennsylvanian investor Brian Gralnick but filed in New York, seeks to stop Apple from going ahead with a shareholder vote on 27 February on two proxy proposals.

The first of these proposals would alter the company’s charter, eliminating its ability to issue preferred stock.

This is a waste of shareholder money and a distraction

The second relates to executive pay, with the lawsuit accusing Apple of failing to disclose details of how top executives’ pay is determined.

Gralnick, who has been a shareholder since 2007, is the second investor to take aim at Apple in the courts in the past seven days.

On 8 February, hedge fund manager David Einhorn also started legal proceedings over the preferred stock plans via his Greenlight Capital hedge fund. He wants to force Apple to return a bigger share of its $137 billion (£88.35 billion) cash reserves to investors and is objecting to the fact the proposed charter change is bundled together with two other corporate governance related proposals.

Gralnick’s lawyer, Arnold Gershon, acknowledged “the case has some overlap with the Einhorn case, but it is a broader case”.

While some believe Einhorn and Gralnick have strong cases, Apple’s CEO Tim Cook has been somewhat dismissive. In particular, Cook called Einhorn’s case “a silly sideshow” and denied the assertion made by Einhorn that Apple is clinging to a “depression era” mentality.

“This is a waste of shareholder money and a distraction, and not a seminal issue for Apple,” said Cook.

However, a spokesperson for Greenlight Capital retorted: “If Apple thinks the lawsuit is a waste of resources, it could simply end the matter by complying with existing law and filing a new proxy that unbundles the proposed changes to the charter, so that shareholders can express their views on each matter separately.”

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