Land and Buildings and Orange Capital face an uphill battle in their bid to nominate independent directors before Macerich's annual meeting on May 28. Macerich contends that the two activist shareholders are not entitled to vote at the 2015 annual meeting because they purchased shares after the March 20 record date. Macerich's bylaws state that a shareholder must be entitled to vote at the 2015 annual meeting in order to nominate independent directors.

According to Corporate and Securities partner Jeffrey B. Grill, the court will likely read Macerich's bylaw to "mean what you think it means, which is that [a shareholder] must be a shareholder of record prior to record date" in order to nominate directors. He added that the activists' case is weakened by their small ownership stakes in the mall REIT, Grill said. Click here to read the full article (subscription required).