Jakks, of Malibu, Calif., received an unsolicited offer from Oaktree Capital Management LP in September of $20 per share in cash, or $520 million. The Jakks board rejected the proposal in October.

At that time, Jakks said that it had been contacted by Oaktree in March 2011 and engaged in a review of the nonbinding indication of interest, including a meeting with Oaktree last May.

The Jakks board felt the offer undervalued the company at a point when its share price did not reflect its intrinsic value.

Oaktree owns about 5.1% of the maker of toys and pet products. Clinton Group has a 2.4% stake in the company, much of which appears to have recently been acquired.

In its letter to Jakks released Wednesday, Clinton Group asked the Jakks board to set a record date for its shareholders to take action by written consent. Clinton Group said it expects to solicit Jakks stockholders regarding several proposals focused on creating value for the company's shareholders. Clinton Group did not specify what proposals it expects to put before Jakks shareholders, but a proxy filing is forthcoming.

Clinton Group objected to the shareholder rights plan that Jakks enacted in early March and said the company should solicit takeover offers and consider the indication of interest from Oaktree, while claiming that other parties might well offer more for the company through a "targeted auction process" if Jakks has not already explored such opportunities.

Its seems clear that Clinton Group intends to promote a slate of directors and to redeem the poison pill.

The company last held its annual meeting in September, but board members can be replaced through written consent.

Jakks did not return calls.

The company could likely shave costs and has little capital expenditure costs, which makes it a probable target for private equity buyers, a source said. But there are also possible strategic buyers for Jakks, notably foreign companies looking for a toy distribution platform in the U.S., the source said.

Shares of Jakks have trended up in recent days, possibly from Clinton Group's recent purchases. The stock closed Wednesday at $16.55, up about $1, or 6.4%, since the company adopted its poison pill March 5. Still, at that price, Jakks traded at a discount of $3.38, or 20%, to the Oaktree proposal, which suggests skepticism among risk arbitrageurs that a deal will occur soon.

A source following the situation said that value investors in the stock have been holding their shares, making it difficult to build a position in the small-cap situation.