Latest news with #MaryJoanHoene
Business Wire
9 hours ago
- Business
- Business Wire
Independent Proxy Advisor ISS Recommends ASA Gold and Precious Metals Shareholders Vote FOR Saba Capital's Proposals to Expand the Board
NEW YORK--(BUSINESS WIRE)--Saba Capital Management, L.P. (together with certain of its affiliates, 'Saba'), the largest common shareholder of ASA Gold and Precious Metals Limited (NYSE: ASA) ('ASA' or the 'Fund') with 17.2% ownership of the Fund's outstanding shares, today announced that a leading proxy advisory firm, Institutional Shareholder Services Inc. ('ISS'), has recommended shareholders vote FOR the expansion of ASA's Board of Directors (the 'Board') to five members and FOR the election of independent director candidate Maryann Bruce at the June 13 th Special Meeting of Shareholders. In its full report, ISS criticized the actions of legacy directors Mary Joan Hoene and William Donovan, as well as former director and current ASA Chief Operating Officer Axel Merk, writing: 1 'Despite the election of new directors, these committees have acted unilaterally in what can only be interpreted as an attempt to circumvent the will of shareholders reflected in last year's meeting results.' 'This is a grave failure of corporate governance.' 'Legacy directors have demonstrated a concerning level of comfort with disenfranchising shareholders.' "Through one of these committees, the legacy directors have adopted a succession of poison pills that are designed to keep the dissident at bay, without establishing a proper reason for doing so." ISS also supported Saba's proposal to return the Board to five members, stating: 'It is now clear that the deadlock needs to be broken, and that doing so in favor of the dissident is the best option available to shareholders.' 'The dissident's plan may be a simple one, in that it centers on reestablishing the basic functioning of the board, but this what ASA needs.' ISS outlined the benefits of adding Maryann Bruce to the Board as an independent director, noting: 'The dissident has presented a compelling case for change, and Bruce has the qualifications and independence that make her a logical addition.' '[S]upport is warranted on the Saba proxy card (GOLD card) to expand the board, and to elect Maryann Bruce.' Boaz Weinstein, Founder and Chief Investment Officer of Saba, commented: 'We are pleased that ISS agrees it is essential to add a fifth, independent director to the ASA Board to break the current deadlock and prioritize the best interests of all shareholders. For the past year, ASA's legacy directors – William Donovan and Mary Joan Hoene – have plunged the Fund into a state of disarray by delaying critical decisions, escalating expenses and implementing worst-in-class governance measures that have prevented the effective management of the Fund. Donovan and Hoene have taken some of the most extreme steps to disenfranchise shareholders that we have ever witnessed, including creating a sham committee to bypass shareholder democracy and breaking federal law by adopting an illegal poison pill. It's time to end this cycle of shareholder abuse and restore accountability to the ASA Board. At next week's Special Meeting, we urge shareholders to vote for Saba's proposals on the GOLD proxy card to return the Board to five members and appoint Maryann Bruce as an independent director committed to eliminating governance gridlock.' Shareholders should sign, date and mail the GOLD proxy card TODAY to vote FOR both proposals. *** Saba Capital Management, L.P. is a global alternative asset management firm that seeks to deliver superior risk-adjusted returns for a diverse group of clients. Founded in 2009 by Boaz Weinstein, Saba is a pioneer of credit relative value strategies and capital structure arbitrage. Saba has offices in New York City and London. Learn more at 1 Permission to quote ISS was neither sought nor obtained.
Business Wire
5 days ago
- Business
- Business Wire
Supreme Court of Bermuda Extends Interim Injunction Restraining ASA and Two of its Directors – Mary Joan Hoene and William Donovan – From Unauthorized Use of Company Resources
NEW YORK--(BUSINESS WIRE)--Paul Kazarian, a member of the Board of Directors (the 'Board') of ASA Gold and Precious Metals Limited (NYSE: ASA) ('ASA' or the 'Company'), today announced that the Supreme Court of Bermuda (the 'Bermuda Court') has extended the interim injunction Order originally issued on May 8, 2025. The Order prohibits ASA and two of its sitting directors, Mary Joan Hoene and William Donovan, from using ASA resources to interfere with the Company's June 13 th Special General Meeting of Shareholders (the 'Special Meeting') and its 2025 Annual General Meeting of Shareholders. Key Details of June 2 nd Bermuda Court Ruling: In extending the May 8 th injunction, the Bermuda Court stated that ' the balance of justice favours the continuation of the temporary interlocutory injunction pending the conclusion of the [Special Meeting].' The Bermuda Court concluded that it is ' arguable (to a high degree of likelihood of success) ' that Ms. Hoene and Mr. Donovan, acting as members of the Litigation Committee, did not have the authority to solicit proxies to oppose the shareholder resolutions proposed for consideration at the Special Meeting. The Bermuda Court found that there is ' a serious issue to be tried in the pleaded claims made by [Mr. Kazarian] ' specific to whether the Litigation Committee had the lawful authority to conduct a proxy solicitation in the name of the Board to oppose the shareholder resolutions proposed for consideration at the Special Meeting. The Bermuda Court also noted that ' if the Litigation Committee has no valid authority to take these steps, in circumstances where the Board is deadlocked, it is arguable that the conduct of the Litigation Committee has the result of excluding [Mr. Kazarian] from exercising his rights as a director ' to vote against the Board taking any position on the proposed shareholder resolutions. Paul Kazarian, member of the ASA Board, commented: 'As an independent director of ASA, I was elected to serve as a watchdog for shareholders – a role I have taken incredibly seriously, particularly after witnessing Mary Joan Hoene and William Donovan abuse their positions on the Board. Over the past year, they have subjected shareholders to millions in expenses in an attempt to overturn the will of the shareholders they are supposed to protect.'
