0001398344-16-009182.txt : 20160126 0001398344-16-009182.hdr.sgml : 20160126 20160126152204 ACCESSION NUMBER: 0001398344-16-009182 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20160126 DATE AS OF CHANGE: 20160126 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Hill International, Inc. CENTRAL INDEX KEY: 0001287808 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 200953973 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79936 FILM NUMBER: 161361391 BUSINESS ADDRESS: STREET 1: ONE COMMERCE SQUARE STREET 2: 2005 MARKET STREET, 17TH FLOOR CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: (856) 810-6200 MAIL ADDRESS: STREET 1: ONE COMMERCE SQUARE STREET 2: 2005 MARKET STREET, 17TH FLOOR CITY: PHILADELPHIA STATE: PA ZIP: 19103 FORMER COMPANY: FORMER CONFORMED NAME: ARPEGGIO ACQUISITION CORP DATE OF NAME CHANGE: 20040420 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bulldog Investors, LLC CENTRAL INDEX KEY: 0001504304 IRS NUMBER: 270926182 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PARK 80 WEST - PLAZA TWO STREET 2: 250 PEHLE AVE. SUITE 708 CITY: SADDLE BROOK STATE: NJ ZIP: 07663 BUSINESS PHONE: 201 556-0092 MAIL ADDRESS: STREET 1: PARK 80 WEST - PLAZA TWO STREET 2: 250 PEHLE AVE. SUITE 708 CITY: SADDLE BROOK STATE: NJ ZIP: 07663 FORMER COMPANY: FORMER CONFORMED NAME: Brooklyn Capital Management LLC DATE OF NAME CHANGE: 20101026 SC 13D/A 1 fp0017658_sc13da.htm
 
SCHEDULE 13D/A

DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
1/19/16

1. NAME OF REPORTING PERSON
Bulldog Investors, LLC

2. CHECK THE BOX IF MEMBER OF A GROUP                  a[ ]

                                                       b[]

3. SEC USE ONLY

4. SOURCE OF FUNDS
WC


5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e)                        []

6. CITIZENSHIP OR PLACE OF ORGANIZATION
DE
___________________________________________________________

7. SOLE VOTING POWER
2,073,331

8. SHARED VOTING POWER
1,864,542

9. SOLE DISPOSITIVE POWER
2,073,331
_______________________________________________________

10. SHARED DISPOSITIVE POWER
1,864,542

11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
3,937,873 (Footnote 1)

12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES

[]
___________________________________________________________

13. PERCENT OF CLASS REPRESENTED BY ROW 11
7.64%

14. TYPE OF REPORTING PERSON

IA

____________________________________________________________
1. NAME OF REPORTING PERSON
Phillip Goldstein

2. CHECK THE BOX IF MEMBER OF A GROUP                  a[X]

                                                       b[]

3. SEC USE ONLY

4. SOURCE OF FUNDS
WC

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e)                        []

6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________

7. SOLE VOTING POWER
2,073,331

8. SHARED VOTING POWER
1,864,542

9. SOLE DISPOSITIVE POWER
2,073,331
_______________________________________________________

10. SHARED DISPOSITIVE POWER
1,864,542

11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
3,937,873 (Footnote 1)

12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES

[]
___________________________________________________________

13. PERCENT OF CLASS REPRESENTED BY ROW 11
7.64%

14. TYPE OF REPORTING PERSON

IN

___________________________________________________________

1. NAME OF REPORTING PERSON
Andrew Dakos

2. CHECK THE BOX IF MEMBER OF A GROUP                  a[ ]

                                                       b[]

3. SEC USE ONLY

4. SOURCE OF FUNDS
WC

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e)                        []

6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________

7. SOLE VOTING POWER
2,073,331

8. SHARED VOTING POWER
1,864,542

9. SOLE DISPOSITIVE POWER
2,073,331
_______________________________________________________

10. SHARED DISPOSITIVE POWER
1,864,542


11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
3,937,873 (Footnote 1)

12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES

[]
___________________________________________________________

13. PERCENT OF CLASS REPRESENTED BY ROW 11
7.64%

14. TYPE OF REPORTING PERSON

IN

___________________________________________________________

1. NAME OF REPORTING PERSON
Steven Samuels

2. CHECK THE BOX IF MEMBER OF A GROUP                  a[ ]

                                                       b[]

3. SEC USE ONLY

4. SOURCE OF FUNDS
WC

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e)                        []

6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________

7. SOLE VOTING POWER
2,073,331

8. SHARED VOTING POWER
1,864,542

9. SOLE DISPOSITIVE POWER
2,073,331
_______________________________________________________

10. SHARED DISPOSITIVE POWER
1,864,542

11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
3,937,873 (Footnote 1)

12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES

[]
___________________________________________________________

13. PERCENT OF CLASS REPRESENTED BY ROW 11
7.64%

14. TYPE OF REPORTING PERSON

IN
_______________________________________________________


Item 1. SECURITY AND ISSUER

This statement constitutes Amendment #5 to the schedule 13D
filed May 15, 2015. Except as specifically set forth
herein,  the Schedule 13D remains unmodified.

ITEM 4. PURPOSE OF TRANSACTION
See 6 exhibits  - Letters to the independent directors.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As per the 10-Q filed on November 16, 2015, there were 51,559,671 shares
of common stock outstanding as of November 11, 2015. The percentages set forth
herein were derived using such number.  Phillip Goldstein, Andrew Dakos and
Steven Samuels own Bulldog Investors, LLC, a registered investment advisor.
As of January 22, 2016, Bulldog Investors, LLC is deemed to be the beneficial
owner of 3,937,873 shares of HIL (representing 7.64% of HIL's outstanding
shares) solely by virtue of Bulldog Investors LLC's power to direct the vote of,
and dispose of, these shares. These 3,937,873 shares of HIL include 2,073,331
shares (representing 4.02% of HIL's outstanding shares) that are beneficially
owned by Mr. Goldstein and the following entities over which Messrs. Goldstein,
Dakos and Samuels exercise control: Opportunity Partners LP, Calapasas West
Partners LP, Full Value Special Situations Fund, LP, Full Value Offshore Fund,
Ltd., Full Value Partners, LP, Opportunity Income Plus, LP, and MCM Opportunity
Partners, LP (collectively,"Bulldog Investors Group of Funds"). All other
shares included in the aforementioned 3,937,873 shares of HIL beneficially
owned by Bulldog Investors, LLC (solely by virtue of its power to sell or
direct the vote of these shares) are also beneficially owned by clients of
Bulldog Investors, LLC who are not members of any group. The total number of
these "non-group" shares is 1,864,542 shares (representing 3.62% of HIL's
outstanding shares).

(b)Bulldog Investors,LLC has sole power to dispose of and vote 2,073,331 shares.
Bulldog Investors, LLC has shared power to dispose of and vote 1,864,542 shares.
Certain of Bulldog Investors, LLC's clients (none of whom beneficially own more
than 5% of HIL's shares) share this power with Bulldog Investors, LLC.  Messrs.
Goldstein, Dakos and Samuels are control persons of Bulldog Investors, LLC.

c) Since the last filing on 12/21/15 no shares of HIL were purchased or sold.

d) Clients of Bulldog Investors, LLC are entitled to receive any dividends or
sales proceeds.

e) N/A

ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
N/A

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
6 Exhibits


After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.

Dated: 1/25/16

By: /S/ Phillip Goldstein
Name:   Phillip Goldstein

By: /S/ Andrew Dakos
Name:   Andrew Dakos

By: /S/ Steven Samuels
Name:   Steven Samuels

Bulldog Investors, LLC
By: /s/ Andrew Dakos
Andrew Dakos, Member

Footnote 1: The reporting persons disclaim beneficial ownership except
to the extent of any pecuniary interest therein.
EX-99.1 2 fp0017658_ex991.htm
 
Bulldog Investors, LLC, 250 Pehle Ave., Suite 708, Saddle Brook, NJ 07663
201-881-7100 // pgoldstein@bulldoginvestors.com

January 19, 2016

Camille S. Andrews
Director
Hill International, Inc.
One Commerce Square
2005 Market Street, 17th Floor
Philadelphia, Pa 19103

Dear Ms. Andrews:

Last year, Opportunity Partners L.P., an affiliate of ours, sued Hill after Bill Dengler, Hill’s General Counsel, asserted an incorrect interpretation of Hill’s advance notice bylaw.  In rejecting Mr. Dengler’s interpretation, both the Delaware Chancery Court and the Delaware Supreme Court found the bylaw to be unambiguous.  Hill’s legal expenses likely totaled in excess of $1 million including a $400,000 payment awarded to Opportunity Partners’ counsel for its efforts to vindicate the franchise rights of Hill’s shareholders.  That costly outcome could have been avoided if the board had not relied solely on Mr. Dengler’s legal advice.

Perhaps Mr. Dengler kept the independent directors in the dark last year.  Given that possibility, we are taking the liberty of writing directly to you now.  Please be advised that on December 30, 2015, we emailed Mr. Dengler to “[p]lease tell us precisely when we have to provide advance notice of nominations and directors for the 2016 annual meeting and what information we need to supply.”  We did not receive a prompt reply from Mr. Dengler so on January 9, 2016, we sent another email to him on in which we said that we “would think you and the board would want to avoid another dispute about our right to nominate directors and present proposals at the annual meeting.”
 
On January 13, 2016, Mr. Dengler finally responded.  He refused to disclose the timetable for advance notice or provide the relevant information we requested and stated: 
 
As you can appreciate, it is your burden and responsibility to comply with the advance notice and other requirements of Hill’s bylaws. Neither I nor anyone else at Hill has any duty, fiduciary or otherwise, to advise you through the process.
 
To the contrary, management of a Delaware corporation has a duty to conduct a fair corporate election which was set forth in Aprahamian v. HBO & Co., 531 A.2d 1204, 1206-07 (Del. Ch. 1987):

The corporate election process, if it is to have any validity, must be conducted with scrupulous fairness and without any advantage being conferred or denied to any candidate or slate of candidates. In the interests of corporate democracy, those in charge of the election machinery of a corporation must be held to the highest standards in providing for and conducting corporate elections.

1

In addition, each director surely has a fiduciary duty to see that Hill does not risk unnecessary litigation as a result of receiving bad legal advice.  Consequently, we request that the board of directors immediately direct Mr. Dengler to stop stonewalling and to respond in good faith to our legitimate inquiry.  If the independent directors have any doubt about this, they should seek a legal opinion from a disinterested attorney with expertise in corporate governance and not rely on Mr. Dengler alone for advice.  In sum, the independent directors must assert their authority if unnecessary litigation is to be avoided.

 
Very truly yours,
 
   
 
Phillip Goldstein
 
Member
 
2

Bulldog Investors, LLC, 250 Pehle Ave., Suite 708, Saddle Brook, NJ 07663
201-881-7100 // pgoldstein@bulldoginvestors.com

January 19, 2016

Brian W. Clymer
Director
Hill International, Inc.
One Commerce Square
2005 Market Street, 17th Floor
Philadelphia, Pa 19103

Dear Mr. Clymer:

Last year, Opportunity Partners L.P., an affiliate of ours, sued Hill after Bill Dengler, Hill’s General Counsel, asserted an incorrect interpretation of Hill’s advance notice bylaw.  In rejecting Mr. Dengler’s interpretation, both the Delaware Chancery Court and the Delaware Supreme Court found the bylaw to be unambiguous.  Hill’s legal expenses likely totaled in excess of $1 million including a $400,000 payment awarded to Opportunity Partners’ counsel for its efforts to vindicate the franchise rights of Hill’s shareholders.  That costly outcome could have been avoided if the board had not relied solely on Mr. Dengler’s legal advice.

Perhaps Mr. Dengler kept the independent directors in the dark last year.  Given that possibility, we are taking the liberty of writing directly to you now.  Please be advised that on December 30, 2015, we emailed Mr. Dengler to “[p]lease tell us precisely when we have to provide advance notice of nominations and directors for the 2016 annual meeting and what information we need to supply.”  We did not receive a prompt reply from Mr. Dengler so on January 9, 2016, we sent another email to him on in which we said that we “would think you and the board would want to avoid another dispute about our right to nominate directors and present proposals at the annual meeting.”
 
On January 13, 2016, Mr. Dengler finally responded.  He refused to disclose the timetable for advance notice or provide the relevant information we requested and stated: 
 
As you can appreciate, it is your burden and responsibility to comply with the advance notice and other requirements of Hill’s bylaws. Neither I nor anyone else at Hill has any duty, fiduciary or otherwise, to advise you through the process.
 
To the contrary, management of a Delaware corporation has a duty to conduct a fair corporate election which was set forth in Aprahamian v. HBO & Co., 531 A.2d 1204, 1206-07 (Del. Ch. 1987):

The corporate election process, if it is to have any validity, must be conducted with scrupulous fairness and without any advantage being conferred or denied to any candidate or slate of candidates. In the interests of corporate democracy, those in charge of the election machinery of a corporation must be held to the highest standards in providing for and conducting corporate elections.

1

In addition, each director surely has a fiduciary duty to see that Hill does not risk unnecessary litigation as a result of receiving bad legal advice.  Consequently, we request that the board of directors immediately direct Mr. Dengler to stop stonewalling and to respond in good faith to our legitimate inquiry.  If the independent directors have any doubt about this, they should seek a legal opinion from a disinterested attorney with expertise in corporate governance and not rely on Mr. Dengler alone for advice.  In sum, the independent directors must assert their authority if unnecessary litigation is to be avoided.

 
Very truly yours,
 
   
 
Phillip Goldstein
 
Member

2

Bulldog Investors, LLC, 250 Pehle Ave., Suite 708, Saddle Brook, NJ 07663
201-881-7100 // pgoldstein@bulldoginvestors.com

January 19, 2016

Steven R. Curts
Director
Hill International, Inc.
One Commerce Square
2005 Market Street, 17th Floor
Philadelphia, Pa 19103

Dear Mr. Curts:

Last year, Opportunity Partners L.P., an affiliate of ours, sued Hill after Bill Dengler, Hill’s General Counsel, asserted an incorrect interpretation of Hill’s advance notice bylaw.  In rejecting Mr. Dengler’s interpretation, both the Delaware Chancery Court and the Delaware Supreme Court found the bylaw to be unambiguous.  Hill’s legal expenses likely totaled in excess of $1 million including a $400,000 payment awarded to Opportunity Partners’ counsel for its efforts to vindicate the franchise rights of Hill’s shareholders.  That costly outcome could have been avoided if the board had not relied solely on Mr. Dengler’s legal advice.

Perhaps Mr. Dengler kept the independent directors in the dark last year.  Given that possibility, we are taking the liberty of writing directly to you now.  Please be advised that on December 30, 2015, we emailed Mr. Dengler to “[p]lease tell us precisely when we have to provide advance notice of nominations and directors for the 2016 annual meeting and what information we need to supply.”  We did not receive a prompt reply from Mr. Dengler so on January 9, 2016, we sent another email to him on in which we said that we “would think you and the board would want to avoid another dispute about our right to nominate directors and present proposals at the annual meeting.”
 
On January 13, 2016, Mr. Dengler finally responded.  He refused to disclose the timetable for advance notice or provide the relevant information we requested and stated: 
 
As you can appreciate, it is your burden and responsibility to comply with the advance notice and other requirements of Hill’s bylaws. Neither I nor anyone else at Hill has any duty, fiduciary or otherwise, to advise you through the process.
 
To the contrary, management of a Delaware corporation has a duty to conduct a fair corporate election which was set forth in Aprahamian v. HBO & Co., 531 A.2d 1204, 1206-07 (Del. Ch. 1987):

The corporate election process, if it is to have any validity, must be conducted with scrupulous fairness and without any advantage being conferred or denied to any candidate or slate of candidates. In the interests of corporate democracy, those in charge of the election machinery of a corporation must be held to the highest standards in providing for and conducting corporate elections.

1

In addition, each director surely has a fiduciary duty to see that Hill does not risk unnecessary litigation as a result of receiving bad legal advice.  Consequently, we request that the board of directors immediately direct Mr. Dengler to stop stonewalling and to respond in good faith to our legitimate inquiry.  If the independent directors have any doubt about this, they should seek a legal opinion from a disinterested attorney with expertise in corporate governance and not rely on Mr. Dengler alone for advice.  In sum, the independent directors must assert their authority if unnecessary litigation is to be avoided.

 
Very truly yours,
 
   
 
Phillip Goldstein
 
Member

2

Bulldog Investors, LLC, 250 Pehle Ave., Suite 708, Saddle Brook, NJ 07663
201-881-7100 // pgoldstein@bulldoginvestors.com

January 19, 2016

Alan S. Fellheimer
Director
Hill International, Inc.
One Commerce Square
2005 Market Street, 17th Floor
Philadelphia, Pa 19103

Dear Mr. Fellheimer:

Last year, Opportunity Partners L.P., an affiliate of ours, sued Hill after Bill Dengler, Hill’s General Counsel, asserted an incorrect interpretation of Hill’s advance notice bylaw.  In rejecting Mr. Dengler’s interpretation, both the Delaware Chancery Court and the Delaware Supreme Court found the bylaw to be unambiguous.  Hill’s legal expenses likely totaled in excess of $1 million including a $400,000 payment awarded to Opportunity Partners’ counsel for its efforts to vindicate the franchise rights of Hill’s shareholders.  That costly outcome could have been avoided if the board had not relied solely on Mr. Dengler’s legal advice.

Perhaps Mr. Dengler kept the independent directors in the dark last year.  Given that possibility, we are taking the liberty of writing directly to you now.  Please be advised that on December 30, 2015, we emailed Mr. Dengler to “[p]lease tell us precisely when we have to provide advance notice of nominations and directors for the 2016 annual meeting and what information we need to supply.”  We did not receive a prompt reply from Mr. Dengler so on January 9, 2016, we sent another email to him on in which we said that we “would think you and the board would want to avoid another dispute about our right to nominate directors and present proposals at the annual meeting.”
 
On January 13, 2016, Mr. Dengler finally responded.  He refused to disclose the timetable for advance notice or provide the relevant information we requested and stated: 
 
As you can appreciate, it is your burden and responsibility to comply with the advance notice and other requirements of Hill’s bylaws. Neither I nor anyone else at Hill has any duty, fiduciary or otherwise, to advise you through the process.
 
To the contrary, management of a Delaware corporation has a duty to conduct a fair corporate election which was set forth in Aprahamian v. HBO & Co., 531 A.2d 1204, 1206-07 (Del. Ch. 1987):

The corporate election process, if it is to have any validity, must be conducted with scrupulous fairness and without any advantage being conferred or denied to any candidate or slate of candidates. In the interests of corporate democracy, those in charge of the election machinery of a corporation must be held to the highest standards in providing for and conducting corporate elections.

1

In addition, each director surely has a fiduciary duty to see that Hill does not risk unnecessary litigation as a result of receiving bad legal advice.  Consequently, we request that the board of directors immediately direct Mr. Dengler to stop stonewalling and to respond in good faith to our legitimate inquiry.  If the independent directors have any doubt about this, they should seek a legal opinion from a disinterested attorney with expertise in corporate governance and not rely on Mr. Dengler for advice.  In sum, the independent directors must assert their authority if unnecessary litigation is to be avoided.

 
Very truly yours,
 
   
 
Phillip Goldstein
 
Member

2

Bulldog Investors, LLC, 250 Pehle Ave., Suite 708, Saddle Brook, NJ 07663
201-881-7100 // pgoldstein@bulldoginvestors.com

January 19, 2016

Steven M. Kramer
Director
Hill International, Inc.
One Commerce Square
2005 Market Street, 17th Floor
Philadelphia, Pa 19103

Dear Mr. Kramer:

Last year, Opportunity Partners L.P., an affiliate of ours, sued Hill after Bill Dengler, Hill’s General Counsel, asserted an incorrect interpretation of Hill’s advance notice bylaw.  In rejecting Mr. Dengler’s interpretation, both the Delaware Chancery Court and the Delaware Supreme Court found the bylaw to be unambiguous.  Hill’s legal expenses likely totaled in excess of $1 million including a $400,000 payment awarded to Opportunity Partners’ counsel for its efforts to vindicate the franchise rights of Hill’s shareholders.  That costly outcome could have been avoided if the board had not relied solely on Mr. Dengler’s legal advice.

Perhaps Mr. Dengler kept the independent directors in the dark last year.  Given that possibility, we are taking the liberty of writing directly to you now.  Please be advised that on December 30, 2015, we emailed Mr. Dengler to “[p]lease tell us precisely when we have to provide advance notice of nominations and directors for the 2016 annual meeting and what information we need to supply.”  We did not receive a prompt reply from Mr. Dengler so on January 9, 2016, we sent another email to him on in which we said that we “would think you and the board would want to avoid another dispute about our right to nominate directors and present proposals at the annual meeting.”
 
On January 13, 2016, Mr. Dengler finally responded.  He refused to disclose the timetable for advance notice or provide the relevant information we requested and stated: 
 
As you can appreciate, it is your burden and responsibility to comply with the advance notice and other requirements of Hill’s bylaws. Neither I nor anyone else at Hill has any duty, fiduciary or otherwise, to advise you through the process.
 
To the contrary, management of a Delaware corporation has a duty to conduct a fair corporate election which was set forth in Aprahamian v. HBO & Co., 531 A.2d 1204, 1206-07 (Del. Ch. 1987):

The corporate election process, if it is to have any validity, must be conducted with scrupulous fairness and without any advantage being conferred or denied to any candidate or slate of candidates. In the interests of corporate democracy, those in charge of the election machinery of a corporation must be held to the highest standards in providing for and conducting corporate elections.

1

In addition, each director surely has a fiduciary duty to see that Hill does not risk unnecessary litigation as a result of receiving bad legal advice.  Consequently, we request that the board of directors immediately direct Mr. Dengler to stop stonewalling and to respond in good faith to our legitimate inquiry.  If the independent directors have any doubt about this, they should seek a legal opinion from a disinterested attorney with expertise in corporate governance and not rely on Mr. Dengler alone for advice.  In sum, the independent directors must assert their authority if unnecessary litigation is to be avoided.

 
Very truly yours,
 
   
 
Phillip Goldstein
 
Member

2

Bulldog Investors, LLC, 250 Pehle Ave., Suite 708, Saddle Brook, NJ 07663
201-881-7100 // pgoldstein@bulldoginvestors.com

January 19, 2016

Gary F. Mazzucco
Director
Hill International, Inc.
One Commerce Square
2005 Market Street, 17th Floor
Philadelphia, Pa 19103

Dear Mr. Mazzucco:

Last year, Opportunity Partners L.P., an affiliate of ours, sued Hill after Bill Dengler, Hill’s General Counsel, asserted an incorrect interpretation of Hill’s advance notice bylaw.  In rejecting Mr. Dengler’s interpretation, both the Delaware Chancery Court and the Delaware Supreme Court found the bylaw to be unambiguous.  Hill’s legal expenses likely totaled in excess of $1 million including a $400,000 payment awarded to Opportunity Partners’ counsel for its efforts to vindicate the franchise rights of Hill’s shareholders.  That costly outcome could have been avoided if the board had not relied solely on Mr. Dengler’s legal advice.

Perhaps Mr. Dengler kept the independent directors in the dark last year.  Given that possibility, we are taking the liberty of writing directly to you now.  Please be advised that on December 30, 2015, we emailed Mr. Dengler to “[p]lease tell us precisely when we have to provide advance notice of nominations and directors for the 2016 annual meeting and what information we need to supply.”  We did not receive a prompt reply from Mr. Dengler so on January 9, 2016, we sent another email to him on in which we said that we “would think you and the board would want to avoid another dispute about our right to nominate directors and present proposals at the annual meeting.”
 
On January 13, 2016, Mr. Dengler finally responded.  He refused to disclose the timetable for advance notice or provide the relevant information we requested and stated: 
 
As you can appreciate, it is your burden and responsibility to comply with the advance notice and other requirements of Hill’s bylaws. Neither I nor anyone else at Hill has any duty, fiduciary or otherwise, to advise you through the process.
 
To the contrary, management of a Delaware corporation has a duty to conduct a fair corporate election which was set forth in Aprahamian v. HBO & Co., 531 A.2d 1204, 1206-07 (Del. Ch. 1987):

The corporate election process, if it is to have any validity, must be conducted with scrupulous fairness and without any advantage being conferred or denied to any candidate or slate of candidates. In the interests of corporate democracy, those in charge of the election machinery of a corporation must be held to the highest standards in providing for and conducting corporate elections.

1

In addition, each director surely has a fiduciary duty to see that Hill does not risk unnecessary litigation as a result of receiving bad legal advice.  Consequently, we request that the board of directors immediately direct Mr. Dengler to stop stonewalling and to respond in good faith to our legitimate inquiry.  If the independent directors have any doubt about this, they should seek a legal opinion from a disinterested attorney with expertise in corporate governance and not rely on Mr. Dengler alone for advice.  In sum, the independent directors must assert their authority if unnecessary litigation is to be avoided.

 
Very truly yours,
 
   
 
Phillip Goldstein
 
Member

2
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