Background & Public Filings
Below is a curated list of public documents and legal filings that support the events and concerns described across this site. These materials provide further context for the board dysfunction, litigation, and governance breakdown that have impacted ASA’s future direction.
While Saba Capital Management has said little about its long-term plans for ASA, these documents show a troubling pattern: escalating costs, disrupted governance, and efforts to consolidate control without disclosing a clear vision to shareholders.
Governance Breakdown & Rights Plan Disputes
Board Correspondence Disclosed via 8-K – November 8, 2024
On October 14, 2024, the New Directors made unsubstantiated, untrue allegations and demanded indemnity—a move that enabled them to hire their own legal counsel at shareholder expense. This, in turn, required the Legacy Directors to retain separate counsel. The result was a fractured board and escalating legal costs. The maneuver was not publicly disclosed until November 8, 2024, when an 8-K was issued with the relevant correspondence—weeks after the initial action. The delay itself reflects the difficulty in bringing this information to light. That correspondence also includes language suggesting that the New Directors want ASA to become a fixed income fund.
Declaration of ASA Chair Mary Joan Hoene – April 4, 2025
On April 4, 2025, ASA Chair Mary Joan Hoene submitted a declaration to the New York Southern District Court. The declaration provides detailed, first-hand context on the breakdown in board function, the behavior of the Saba-aligned directors, and the resulting governance challenges ASA now faces.
📎 Declaration ASA Chair Mary Joan Hoene
Shareholder Rights Plan - March 30, 2025
On March 30, 2025, ASA’s Rights Plan Committee adopted a limited-duration rights plan, set to expire July 29, 2025, or upon the certification of the election of a new Board at ASA's next shareholder meeting.
- On April 15, 2025, Saba’s legal motion to invalidate the plan was denied by the court.
- On April 18, 2025, Saba filed a new lawsuit challenging the plan.
- The plan remains in effect, and most related legal costs have been covered by insurance (excluding a $150,000 deductible).
For additional background, see the Declaration of ASA Chair Mary Joan Hoene.
📎 Court ruling on ASA rights plan March 28, 2025: 8-K
📎 Rights plan adopted March 30, 2025: 8-K
📎 Court order stating the rights plan does not contradict the March 28, 2025 ruling
Shareholder Requisitions & Campaigns
Saba Requisition for 2025 AGM Board Nominees – September 19, 2024
On September 19, 2024, Saba submitted a shareholder requisition to include four of its nominees on the ballot for ASA’s 2025 Annual General Meeting. As of now, the board has not set a date for the meeting, and a company-backed slate of nominees has not been finalized.
If the board remains evenly divided and no alternative slate is advanced, Saba’s nominees could appear on the ballot without opposition—limiting shareholder choice.
📎 Requisition Filing (Septemer 23, 2024)
Saba Requisition to Add Fifth Director – April 7, 2025
On April 7, 2025, Saba submitted a requisition to ASA to call a special meeting to consider the addition of a fifth, Saba-nominated board member. Rather than give investors a choice, this would do the opposite by dismantling any effective voice to demand that shareholders get a choice.
Under Bermuda law, if a board does not announce a date for a requisitioned special meeting within 21 days, the shareholder making the requisition may set the meeting.
Saba set a special meeting for June 13, 2025, consistent with the timing provisions of Bermuda law.
Rather than promote transparency or shareholder choice, this maneuver would grant Saba majority control—enabling them to dismantle opposing voices and board safeguards.
📎 Requisition Filing (April 8, 2025)
📎 Special Meeting Filing (April 29, 2025)
Shareholder Requisition for 2025 AGM Board nominees - April 9, 2025
Shareholders (including me, Axel Merk) comprised of 5.23% of shares outstanding submit a requisition to have four Board nominees be on the ballot at ASA's 2025 Annual General Meeting. Under Bermuda law, 5% of shareholders may submit a slate for the ballot; 10% may call a special meeting.
The requisition was made pursuant to Bermuda law, which allows shareholders holding at least 5% to propose nominees for election. As of April 29, 2025, ASA has not scheduled its 2025 Annual General Meeting.
📎 Requisition Filing (April 9, 2025)
Saba’s Actions & Long-Term Intentions
Board Control Dispute Following 2024 Annual Meeting – April 24, 2024
Immediately following ASA’s 2024 annual meeting—but before the results had been certified—two of Saba’s director nominees asserted control of the board and appointed two additional directors in violation of ASA’s bylaws, Bermuda law, and Section 16(a) of the Investment Company Act.
Saba issued a press release and filed a Schedule 13D/A confirming their actions. The next day, Saba retracted its actions and amended its SEC filings. The incident caused shareholder confusion and disrupted governance at a critical time.
These actions reflected a serious breakdown in governance norms and an effort to assert control outside of proper shareholder processes.
📎 Original Schedule 13D/A claiming board control (April 30, 2024)
📎 Press release (since withdrawn) (April 30, 2024)
📎 Revised Schedule 13D/A retracting control claim (May 1, 2024)
Saba's Proxy Statement for the 2024 Shareholder Meeting - February 13, 2024
Saba’s theme for its campaign for the April 2024 Annual Shareholder Meeting, as stated in its proxy materials, was that "the Fund’s board of directors needs fresh ideas and perspectives." Since that time, based on public disclosures, no specific proposals or strategic alternatives have been introduced.
ASA's Proxy Statement for the 2024 Shareholder Meeting - February 16, 2024
ASA’s proxy statement for the contested April 2024 Annual Meeting outlines a detailed timeline of efforts to engage with Saba prior to the filing. According to the proxy statement, outreach was made over a period of several months to facilitate dialogue. Saba subsequently filed a shareholder requisition on December 1, 2023, proposing a slate of director nominees and asserting that changes were needed to improve board effectiveness.
Saba's Goal to Convert ASA into a Fixed Income Fund - January 30, 2025
Correspondence dated November 8, 2024, and January 30, 2025, includes references to potential changes to ASA’s investment strategy, notably a shift toward fixed income. The New Directors link this idea to efforts to narrow ASA’s discount to NAV, but the communications do not provide specific details.
📎 Excerpt of New Directors Letter (January 30, 2025)
Legal Complaint Filed by Saba-Backed Director – April 30, 2025
On April 30, 2025, ASA director and Saba Capital partner Paul Kazarian filed a legal complaint in the Supreme Court of Bermuda. The petition seeks court oversight of ASA’s shareholder meetings and challenges efforts to nominate competing slates of directors. If granted, the action could delay or block shareholder-led initiatives—potentially enabling Saba’s nominees to proceed without opposition.
📎 SEC Filing Containing Petition (April 30, 2025)
Questions?
For additional information, contact me or call (408) 475-0186.
Saba is seeking board control through a special meeting to add a fifth director. Shareholders are encouraged to vote NO to protect ASA’s mandate.
This is a proxy solicitation by shareholder Axel Merk, made solely in his individual capacity. It is not part of a solicitation by ASA Gold and Precious Metals Limited, or any other shareholder, or group.
SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Shareholders may obtain the documents free of charge at the SEC's website, http://www.sec.gov.
PLEASE READ THE PROXY STATEMENT CAREFULLY BEFORE MAKING A DECISION CONCERNING THE PROPOSALS.
The information presented on this website reflects the views and opinions of Axel Merk and is provided solely for educational and informational purposes. It does not constitute investment, legal, financial, or tax advice. You should consult your own advisors for guidance specific to your circumstances.
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