Judge rules in favor of Aerojet chairman in dispute with company CEO

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By Svea Herbst-Bayliss

NEW YORK – A Delaware Chancery Court judge on Thursday ruled that Aerojet Rocketdyne CEO Eileen Drake violated a court order by using company resources in a boardroom battle against the rocket maker’s executive chairman, Warren Lichtenstein.

Lichtenstein filed a lawsuit against Drake and three directors earlier this year, arguing they violated the order by using the company’s executives, advisors and funds to support their board takeover campaign against him.

“The plaintiffs are entitled to a declaration that the principle of corporate neutrality applies in connection with the contested election and that it was violated,” Judge Lori Will wrote in her decision.

Drake said in a statement that she is pleased the court did not hold the members of her slate in contempt.

The ruling comes as the proxy contest where the CEO and the chairman are facing off against one another will end on June 30 when investors will vote in a special meeting on who will sit on the board. The two sides have been battling since Aerojet’s $4.4 billion merger with Lockheed Martin Corp collapsed.

“There is now a clear path for shareholders to decide the future of the Company,” Drake said in the statement.

A representative for Lichtenstein said, “We question how shareholders can trust anything Ms. Drake says now that it’s been determined she violated a court order and misused corporate resources in pursuit of board control.”

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Steel Partners, the publicly-traded holding company controlled by Lichtenstein, owns more than 5% of the rocket and missile company’s shares. Steel recently disclosed a refreshed slate of director candidates and announced its plans to install Mark Tucker, the Company’s former COO, as CEO.  

Will’s ruling pointed to a February 1 press release which was issued by several board members and disclosed an internal investigation into Lichtenstein, calling it “a negotiating lever to pressure Lichtenstein to withdraw his slate.”

Will also awarded corrective disclosure to Lichtenstein, a rare move. She wrote that “corrective disclosures must issue in the form of a press release and a corresponding Form 8-K.” 

(Reporting by Svea Herbst-Bayliss; editing by Diane Craft)