According to the company’s statement, the lawsuit brought by Ted Miller is without merit and underscores that his activism campaign against Crown Castle is focused on his own self interests.
These interests include, among other things, the appointment to the Board of himself and three of his handpicked nominees (including his son-in-law), and getting himself installed as a paid executive of the Company (with the title of executive chairman) after spending more than 22 years away.
After previously calling for the Board to act with urgency, Miller is seeking as part of his litigation a Court order to, among other things, impede progress on the Company’s ongoing CEO search and the strategic and operating review of its fiber business.
Facts of the Case
In addition to advancing a self-serving agenda, impeding value-creation work that Miller claims to support, and being premised on a host of misleading assertions and outright inaccuracies, his litigation seeks inappropriately to weaponize the Delaware Court of Chancery’s recent decision in West Palm Beach Firefighters’ Pension Fund v. Moelis & Co. in an attempt to gain an advantage in his proxy fight against Crown Castle.
The facts are these: with the advice of counsel, Crown Castle entered in a market-standard cooperation agreement with Elliott on December 19, 2023. Subsequently, on February 23, 2024, the Court issued a decision in Moelis. On March 4, 2024, Crown Castle announced that the Company and Elliott had agreed to amend certain provisions of the Cooperation Agreement to:
- Clarify that the Board retains the power at any time to change its recommendation regarding any director nominees, consistent with its fiduciary duties;
- Eliminate limitations on the sizes of the Board, the Fiber Review Committee and the CEO Search Committee; and
- Provide that Elliott’s shares will vote pro rata with the votes of other stockholders instead of requiring Elliott to vote its shares in favor of the Board’s recommendations.
Contrary to Miller’s misleading allegations and distinct from Moelis, Elliott did not control Crown Castle before or as a result of the Cooperation Agreement. Today, the Crown Castle Board comprises 12 directors, 11 of whom are independent and only two of whom were appointed with input from Elliott.
Miller’s Proxy Fight and Lawsuit
In truth, Miller is the one who seeks to dominate Crown Castle by having the Company name him executive chairman and put two of his associates and his son-in-law on the Board. It is he who effectively seeks to dictate the outcome of the strategic and operating review of Crown Castle’s fiber business by forcing the Board to “onboard Boots advisors,” “assume cost for Boots work product” (which Miller has stated amounts to approximately $5 million) and compensate the Boots team in some unspecified way to ensure it is “aligned … for value achievement.”
Miller seeks this unjustified degree of control over Crown Castle despite owning far less than 1% of the company, with the majority of his investment position held in the form of call options with less than one year of duration.
The Board values feedback from all its shareholders and incorporates such feedback and suggestions in its deliberations. As such, all feedback, including the suggestions from Miller, are being considered as part of the Board’s strategic review, which is focused on generating long-term value for all shareholders. Contrary to the company’s goals, Miller’s proxy fight and his lawsuit seek above all else to prioritize his own interests, regardless of the consequences for Crown Castle’s shareholders.
