Law360, New York ( June 9, 2015, 2:33 PM EDT) -- There has been much recent concern and confusion over the inclusion of "dead hand proxy puts" (and even proxy puts without a "dead hand" feature) in debt agreements. Dead hand proxy puts (sometimes called "poison puts" or "board change-of-control provisions") provide a type of change-of-control protection that banks, as well as parties to many types of nondebt commercial agreements, have frequently utilized, without controversy. Nonetheless, dead hand proxy puts are now under attack. While proxy puts without a dead hand feature are generally not being challenged, based on recent case law, these provisions in most cases will not permit a bank to accelerate the debt on a change of control of the borrower's board (as explained below)....
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