An Unusual Way To Capture A Company

As proxy fights go, taking away the annual-meeting gavel is an unusual approach. Consider insurer US Facilities, wooed by $397 million Fidelity National Financial, the title insurance company, for $15 per share. The suitor wanted to place resolutions on Facilities' May 25 annual-meeting ballot to put Facilities on the block and run two Fidelity-backed board candidates. But $160 million Facilities said that according to its bylaws, Fidelity was too late.

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