The board of directors of Easco Corp., a Baltimore toolmaker and metals company, has amended its bylaws in anticipation of a proxy fight that is being organized by Equity Group Holdings Inc., a District-based private partnership.
Equity Group, which owns about 16 percent of Easco, has federal clearance to boost its interest to as much as 25 percent.
The partnership recently announced its intention to seek control of Easco's board.
Neither Easco nor Equity Group officials could be reached for comment.
Easco's bylaw changes appear to be aimed at restricting certain shareholder initiatives at annual and special meetings and giving management more control at those meetings.
"It is surprising to see a board of directors change the rules in the middle of a proxy contest," said New York attorney Stuart Shapiro, who represents Equity Group. "It's not the way they ought to behave."
About two weeks ago, Equity Group said in a Securities and Exchange Commission filing that it plans a proxy fight to elect its own slate of directors, including Steven and Mitchell Rales, its sole partners.
Equity Group previously withdrew an approximately $171 million bid for Easco after Easco's management said the bid was inadequate.
Under the bylaws approved at a Jan. 29 meeting, shareholders who want to discuss new business at a shareholder meeting must notify the firm 50 to 75 days before the meeting date and explain the substance of the agenda item.
In addition, shareholders who want to nominate a director must provide extensive background information about the nominee in advance. Another amendment provides that once a meeting of holders is convened, it could be adjourned for as long as 120 days.
Easco's annual meeting, which is usually held in late April or early May, has not been set for this year.