CSX Corp. v. Children's Investment Fund Management (UK) LLP

JON 0. NEWMAN, Circuit Judge:

This case comes to us raising issues concerning a contractual arrangement known as a “cash-settled total return equity swap agreement” although our disposition at this stage of the appeal touches only tangentially on such issues.

The Children’s Investment Fund Management (“TCI”) and 3G Capital Partners (“3G”)1 are hedge funds that entered into cash-settled total-return equity swap agreements referencing shares of CSX Corporation (“CSX”). They later sought to elect a minority slate of candidates to CSX’s board of directors. Alleging that TCI and 3G (“the Funds”) had…