# Proxy Statement Dissident Comparison > Governance analysis memorandum comparing company and dissident proxy filings, verifying financial claims, identifying material omissions in dissident materials, and assessing contest dynamics. - Skill: `finchipaiorg/proxy-statement-dissident-comparison` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/proxy-statement-dissident-comparison` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/proxy-statement-dissident-comparison/raw - Safety review: pending - Works with: Claude Code, Claude.ai, OpenAI Codex - Category: Coding & Dev Tools - Author: FinchipAIOrg (https://skillmd.com/u/finchipaiorg) - Updated: 2026-09-22 - Page: https://skillmd.com/skills/finchipaiorg/proxy-statement-dissident-comparison --- # Skill: Company vs. Dissident Proxy Statement Comparative Analysis ## 1. Subject-matter triage (only if applicable) - Identify the contest posture first: contested election, solicitation over a proposal, or a mixed proxy fight with governance and economic themes. - Separate the source set into company materials, dissident materials, and the client engagement memo; treat the engagement memo as the frame for relevance, not as proof of contested facts. - Enumerate the key comparison axes before analysis: voting mechanics, financial claims, ownership claims, nominee profiles, governance history, and disclosed risks. - If only one nominee class, one voting issue, or one metric is actually in dispute, state that affirmatively and confine the analysis to that scope. ## 2. Failure modes the skill is correcting - Accepting proxy assertions at face value without cross-checking them against public filings, prior statements, or internal consistency across the source set. - Treating definitional differences as if they were errors, or missing real discrepancies because the same concept is labeled differently across the company and dissident materials. - Overlooking material omissions in dissident materials, especially where the omitted fact could alter how a reasonable shareholder evaluates the campaign. - Failing to connect historical shareholder support, governance dissatisfaction, and current solicitation themes into one contest-dynamics assessment. - Misstating the applicable voting standard, record date mechanics, or election structure, which can distort the practical implications of the solicitation. - Comparing nominees only narratively rather than in a disciplined side-by-side format tied to the business and governance issues in dispute. ## 3. Legal frameworks / domain conventions that apply - Proxy solicitations are assessed under the federal anti-fraud standard for proxy materials, including whether statements are materially false or misleading or omit a material fact; cite Exchange Act Section 14(a) and SEC Rule 14a-9. - Materiality turns on whether a reasonable shareholder would view the fact as significantly altering the total mix of information; cite the controlling materiality standard recognized in securities law. - Director-election mechanics depend on the governing charter, bylaws, and proxy disclosures; confirm whether the election is plurality, majority, or another stated standard, and verify that the materials describe it consistently. - Disclosure about nominees should be compared for completeness, relevance, and conflicts using ordinary proxy practice conventions, not just biography length. - Shareholder voting history on compensation or other governance items can be a meaningful signal of investor sentiment and should be read in the context of the current contest narrative. - Financial metrics in proxy materials may use adjusted definitions, alternative denominators, or non-GAAP style presentations; verify the underlying basis before labeling a statement wrong. - Ownership claims should be checked against the denominator disclosed in the public record and against the actual share count basis used in the solicitation materials. ## 4. Analytical scaffolds - Use a side-by-side comparison for each disputed topic: company statement, dissident statement, source-check result, and contest significance. - For each financial claim, identify the metric, the source basis, the company’s framing, the dissident’s framing, and whether the difference is definitional, contextual, or potentially misleading. - For each claimed omission, ask whether the omitted fact is adverse, disclosed elsewhere in the source set, and likely to matter to a reasonable shareholder under the proxy anti-fraud standard. - For each ownership claim, reconcile the reported percentage with the disclosed share count basis and note any denominator issue, rounding issue, or apparent inconsistency. - For each governance-history point, identify the prior vote, the level of support or opposition, and whether it supports a narrative of management dissatisfaction. - For each nominee, compare experience, industry relevance, board service, independence, conflicts, and any campaign-related concerns; keep the comparison parallel and concise. - For each voting-mechanics point, confirm the record date, meeting date, solicitation timing, voting standard, and practical effect on the outcome. - Close each issue by tying together the scale of the point, the related source materials, and the likely consequence for the client’s voting or advocacy strategy. ## 5. Vertical / structural / temporal relationships (only if applicable) - Treat the timeline as a central organizing device: record date, filing dates, solicitation windows, meeting date, and any response deadlines should be read together. - Read historical voting support in light of the dissident’s current theory of the case; prior low support may strengthen a governance critique, while prior strong support may weaken it. - Where both sides rely on the same financial metric, the more important question is not just correctness but whether the divergence changes the persuasive force of the contest narrative. - If a disclosure appears in one filing but not the other, assess whether the omission is neutral background, strategic emphasis, or a potentially material gap. ## 6. Output structure conventions - Write a governance analysis memorandum organized by conventional topic headings, such as contest overview, voting mechanics, financial verification, material omissions, ownership and support, nominee comparison, and contest dynamics. - Define an ordinal severity scale once near the beginning of the memorandum and apply it uniformly to each issue or discrepancy. - Use numbered sections or tables for each issue category so the reader can track one comparison path at a time. - Include a side-by-side financial verification table with the company figure, dissident figure, source-check result, and practical significance. - Include a side-by-side nominee comparison table that emphasizes qualifications, governance concerns, and campaign relevance. - End with an explicit Recommended Actions section that assigns each step to a role drawn from the source materials and ties it to the relevant deadline or solicitation milestone. - Cite the controlling legal authority for each legal proposition by name and section or rule, rather than stating conclusions in bare form. - Keep the memorandum analytical rather than narrative: every identified discrepancy should state what it is, why it matters, and how it affects the contest.