An Atlanta-area company that distributes cell phones and laptops turned to New York law firm Morse, Zelnick, Rose & Lander for advice during its recent efforts to stave off a threatened proxy fight.
Morse, Zelnick, Rose & Lander partner Stephen Zelnick advised SED International Holdings Inc. during the negotiations with the activist investors, according to a regulatory filing. The investor group, which included North & Webster LLC of Cambridge, Mass., and which collectively owned a little more than a quarter of the company’s common stock, had sought to place its own nominees on the SED board.
Olshan Grundman Frome Rosenzweig & Wolosky partner Steve Wolosky advised the North & Webster-led activist-investor group.
Terms of the settlement agreement call for SED to expand its board to eight from six members; to appoint North & Webster’s founder and one other person to the board; to form corporate governance and legal affairs sub-committees of the full board; and other matters.
SED’s headquarters is located in the Royal Atlanta business park in Tucker, Ga. In fact, the company’s headquarters building was apparently an issue of contention with the activist investors. The 30,000-square-foot building, on North Royal Atlanta Drive, is owned by Diamond Chip Group LLC, which is controlled by trusts associated with SED Chief Executive Jean Diamond. As part of its settlement agreement, SED agreed to establish a subcommittee to review the terms of the company’s lease agreement with the Diamond family trusts that own the building. The subcommittee will include one member who has no “direct or indirect relationship” with the Diamond family trusts, according to the settlement agreement.
SED is a wholesale distributor to retailers of products ranging from digital cameras to monitors to MP3 players to cell-phone accessories. Its primary competitors are Ingram Micro and Tech Data Corp.