CSX Proxy Fight Litigation

We were retained in this case by Howard Godnick and David Momborquette of Schulte Roth & Zabel LLP on behalf of their client, The Children’s Investment Fund (“CIF”), in its proxy fight with CSX. Both sides filed claims of alleged disclosure violations. Daniel R. Fischel filed an expert report in support of CIF’s claim that CSX insiders possessed material inside information prior to the award of certain executive compensation. The court agreed, stating, “The CSX….board possessed material non-public information at the time it set the target awards,” but nevertheless concluded that CSX was not legally obligated to disclose this information. The court also concluded that CIF acted improperly but refused to enjoin them from voting their shares in the proxy contest.