Replies to post #8535 on The Rising Influence of Rising Affluence

[Democritus_of_Abdera]

Re: CLF Board's plan to cumulatively vote proxies....

It is not yet certain that the CLF board will have a free hand to cumulatively vote its proxies, or so it seems to me... in the CLF PRE 14A filed June 5 (see #msg-102948960) the pending litigation seciton includes the following (pg 24)

On June 4, 2014, an alleged shareholder filed an action captioned Rosen v. Halverson et al., No. CV-14-827757 in the Court of Common Pleas of Cuyahoga County, Ohio, naming as defendants the current members of the Cliffs Board. The complaint, brought on behalf of a putative class of holders of the Company’s common stock, alleges that the defendants breached fiduciary duties owed to shareholders by not “approving” Casablanca’s nominees for election to the Cliffs Board, for purposes of avoiding the triggering of a change of control provision in the indenture governing Cliffs’ outstanding senior notes. The complaint further alleges that the defendants breached fiduciary duties by making incomplete or misleading disclosures to shareholders regarding those change of control provisions and their possible effect and significance. The complaint seeks declaratory and injunctive relief, including rescission of proxies submitted in favor of the Company’s nominees to the Cliffs Board and an injunction against the holding of the shareholder vote pending the current Board’s “approval” of Casablanca’s nominees for purposes of the change of control provision and the issuance of corrective disclosures to shareholders. The plaintiff has filed a motion for a preliminary injunction, and the court has scheduled a hearing on that motion for June 10, 2014. On May 29, 2014, the Company issued a press release stating that, “[t]he Board will consider whether Casablanca’s nominees should be approved for purposes of its senior notes indenture in due course should Casablanca continue to seek control of Cliffs’ Board.”