Innisfree’s Miller, Top Adviser on Proxy Votes, Dies at 62

Alan Miller, co-chairman of Innisfree M&A Inc. and one of the top advisers on shareholder votes in hostile takeover battles, died yesterday at 62.

Miller had suffered from lymphoma, Innisfree said in a statement today. As a proxy solicitor, Miller helped public companies predict the outcome of votes and tender offers and conveyed their messages to investors, including arbitrageurs who bet on the outcome of takeovers.

Miller helped Hewlett-Packard Co. (HPQ) win a 2002 shareholder vote permitting the $18.9 billion acquisition of Compaq Computer Corp. over the objections of the founding Hewlett family. Last year, he advised Airgas Inc. (ARG) as it fended off a $5.9 billion hostile bid from Air Products & Chemicals Inc.

“There was nobody better,” said Scott Barshay, a mergers and acquisitions partner at Cravath Swaine & Moore LLP, in an e- mailed message. “If he told you that a shareholder vote was going to pass, you could take that to the bank.”

Miller worked on more than 400 proxy contests and was “involved in most of the significant contested transactions of the past thirty years,” according to Miller’s profile on the website of the Harvard Law School’s Program on Corporate Governance, where he participated in an event this year.

“When it comes to the pitched battle situations, you really need a specialized set of skills,” said Peter Atkins, a partner at Skadden Arps Slate Meagher & Flom LLP. “Alan was a guy who was almost instinctively reached for.”

Miller grew up on Manhattan’s Lower East Side and attended Syracuse University, Innisfree said in the statement. He worked for proxy solicitors Carter Organization and Georgeson & Co. before co-founding Innisfree in 1997, along with Co-Chairman Arthur Crozier, Jennifer Shotwell and Meredith Cole.

“For more than 30 years, Alan advocated fiercely on behalf of his clients around the world,” Crozier said in the statement. “We are deeply saddened by his loss.”

To contact the reporter on this story: Zachary R. Mider in New York at

To contact the editor responsible for this story: Jennifer Sondag at

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