The date of record is not particularly meaningful. It's just bookkeeping mechanics. In practice, except for very unusual transactions, whenever someone sells a share, the right to vote the share is sold along with the share. Ownership at the time of the vote (which is the date of special meeting) is what counts. The proxy mechanisms, deep in the back offices of the brokerage firms, assure that the contemporaneous owners are the ones actually voting.
I think Allergan needs to make their hard power move now. The closer we get to the Special Meeting, the more likely a judge will rule that the move, whatever it is, should not be used to prejudge the outcome of the meeting without a shareholder vote.
The Special Meeting can only remove, not appoint, directors. The remaining directors, if they wish, can go ahead and immediately re-appoint the removed directors (sounds silly, I know). Only the Chancery Court can, and may well do, force the Board to appoint the Ackman slate. Normally, I would have said that there is a bit of a delay tactic opportunity at that point; but this judge seems to be very quick to approve expedite requests from Ackman, so I don't think there is much delay available here.
Dan.
