The Union of Needletrades, Industrial and Textile Employees (UNITE) announced Monday it has filed suit against Perry Ellis International, Inc. over the denial of UNITE’s rights as a Perry Ellis shareholder.
The suit, filed last week in Miami-Dade County, claims Perry Ellis has refused UNITE’s request for a list of Perry Ellis shareholders. In the lawsuit UNITE, a Perry Ellis shareholder, contends it is entitled under Florida law to a copy of the Perry Ellis shareholder list, but Perry Ellis has refused UNITE’s written requests for the list. The lawsuit alleges UNITE is seeking the shareholder list to communicate with fellow Perry Ellis shareholders concerning certain proposals company management will be putting to a vote at the Perry Ellis annual shareholders meeting expected to be held in May.
“At the annual shareholders meeting, along with the proposed merger of Perry Ellis with Salant Corporation, Perry Ellis management will also be asking shareholders to approve a number of troubling anti-takeover devices,” said Keith Mestrich, UNITE’s Director of Strategic Affairs. “We want to reach out to our fellow shareholders and urge them to vote No on these proposals.”
“We believe that, if adopted, these defensive measures would entrench current management; make it more difficult for shareholders or third parties to influence the management, policies or affairs of Perry Ellis; and discourage, delay or prevent a future transaction involving a change in control of Perry Ellis that could offer a premium over the then current market price of the company’s stock,” continued Mestrich. “UNITE and other proponents of good corporate governance and shareholder democracy regularly oppose these kinds of anti-takeover provisions. Perry Ellis already has a number of anti-takeover protections in place. It doesnt need any more – certainly not now, in the middle of an intense national debate on the issues of corporate governance and management accountability.”
“UNITE believes that Perry Ellis inherently disenfranchising proposals, plus its attempt to prevent UNITE from speaking to fellow shareholders by denying us the shareholders list, speaks volumes about what the company thinks about corporate democracy,” stated Mestrich.
UNITE’s request for a court order mandating a turn over of the shareholders list is scheduled to be heard by Judge Leslie B. Rothenberg on April 24, 2003.
