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Shamrock threatens iPass with proxy fight

Shamrock Activist Value Fund warned iPass that if it fails to name its investment manager, Stanley Gold, to the iPass board of directors, Shamrock will retaliate by nominating three directors of its own choosing at the next meeting of iPass shareholders, according to a filing with the SEC. Shamrock also threatened to submit a shareholder proposal to declassify the iPass board, essentially making all the directors stand for election each year.

As we wrote in a post last week, Shamrock, iPass’s largest shareholder, notified that company last week that it wants to replace one of its previously designated directors, Peter Clapman, with Gold, after Clapman failed to support Shamrock’s desire to have iPass put itself up for sale.

Gold is the author of multiple letters to the iPass board critical of its leadership, and in
his most recent, accused iPass of attempted greenmail, the practice of offering one
shareholder a deal for its shares in hopes that it will just go away.

Shamrock named four possible nominees to the iPass board, all of which are employed by one or more entities associated with Shamrock.

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