Dead Hand Proxy Put

"Dead Hand Proxy Puts trigger default and immediate repayment of corporate indebtedness in the event that a dissident slate of prospective directors wins a majority of seats on the target company’s board. Moreover, a Dead Head Proxy Put provides that only the creditor, not the shareholders or incumbent management, can waive the provision. The provision thus threatens to impose a significant cost on the corporation — repayment of the company’s outstanding indebtedness — if the incumbent board loses control in a proxy fight".

Source: https://lawreview.uchicago.edu/print-archive/dead-hand-proxy-puts-and-shareholder-value