Back to News

Activist Investing Today: Goldstein Targets Fund Bylaws

Published: June 22nd, 2020
Activist investor Phil Goldstein of Bulldog Investors believes a recent SEC decision upholding closed-end fund Dividend & Income's right to ignore a shareholder proposal poses a broader threat to investor rights.

Activist investor Phil Goldstein, who runs Bulldog Investors LLC, believes a recent Securities and Exchange Commission decision to uphold a closed-end fund’s right to ignore a shareholder proposal poses a broader threat to investor rights.

Goldstein, who has been an activist investor for roughly 30 years, spoke on The Deal’s Activist Investing Today podcast about potential fallout from the decision regarding Dividend & Income Fund.

At issue is a provision in the bylaws set up by Dividend & Income that requires the support of 75% of shares outstanding to elect a trustee in a contested election at the Delaware-domiciled firm. The unusually high threshold makes it virtually impossible for a dissident or incumbent to win a board election at Dividend & Income.

Seeking to counter the measure, Goldstein’s daughter, who also holds Dividend & Income Fund shares, sought to submit a nonbinding proposal to reduce the threshold for support to a simple majority of votes in contested elections.

In response, Dividend & Income Fund and its advisers petitioned the SEC in an ultimately successful effort to convince the agency that the nonbinding provision shouldn’t be permitted to come up for a vote at the fund’s 2020 annual meeting.

The activist investor said the SEC’s decision to grant the fund’s request could create a disturbing precedent that would encourage operating companies to revise their bylaws — or draft articles of incorporation upon their IPOs — to prohibit investors from submitting almost any shareholder proposal.

Here’s the podcast:

More podcasts from The Deal are available on iTunesSpotify and SoundCloud and on

More From Activism


TDE Middle Market: Pro-ESG Doesn't Mean Anti-Profits

By Nikitha Sattiraju
Published: July 31st, 2020
ESG investing is less about checking boxes to screen companies and more about engaging them on sustainability goals to drive long-term growth and returns to investors, a panel of ESG investors said at The Deal Economy: Middle Market Week.

TDE Middle Market: Activists Eye Pay During Covid

By Greg Morcroft
Published: July 30th, 2020
Companies that were unprepared for the coronavirus due to too-cozy relationships between board and management could become the next targets, panelists said during an activist webcast, part of The Deal Economy: Middle Market Week.