UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

Sotheby’s

(Name of Issuer)

Common stock, par value $0.01 per share

(Title of Class of Securities)

835898107

(CUSIP Number)

Joshua L. Targoff

Third Point LLC

375 Park Avenue, 21st Floor

New York, NY 10152

(212) 715-3880

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 25, 2014

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 835898107

CUSIP No. 835898107

CUSIP No. 835898107

This Amendment No. 4 to Schedule 13D (this “Amendment No. 4”) relates to the common stock, par value $0.01 per share (the “Common Stock”), of Sotheby’s, a Delaware corporation (the “Issuer” or the “Company”) and amends the Schedule 13D filed on August 26, 2013, as amended by each of Amendment No. 1 filed on October 2, 2013, Amendment No. 2 filed on February 27, 2014, and Amendment No. 3 filed on March 13, 2014 (the “Original Schedule 13D” and, together with this Amendment No. 4, the “Schedule 13D”). Capitalized terms used and not defined in this Amendment No. 4 have the meanings set forth in the Original Schedule 13D.

This Amendment No. 4 is being filed by Third Point LLC, a Delaware limited liability company (the “Management Company”), Daniel S. Loeb (“Mr. Loeb” and, together with the Management Company, the “Third Point Reporting Persons”), Harry J. Wilson (“Mr. Wilson”), and Olivier Reza (“Mr. Reza” and, together with the Third Point Reporting Persons and Mr. Wilson, the “Reporting Persons”).

This Amendment No. 4 is being filed to amend Item 3, Item 4, Item 5, and Item 7 as follows:

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Original Schedule 13D is amended and restated to read as follows:

The Funds expended an aggregate of approximately $292,099,124 of their own investment capital to acquire the shares of Common Stock held by them, for a total average cost per share of $43.92.

The Third Point Reporting Persons and the Funds may effect purchases of shares of Common Stock through margin accounts maintained for them with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms’ credit policies. Positions in shares of Common Stock may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Such margin accounts may from time to time have debit balances. In addition, since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase shares of Common Stock.

Mr. Wilson expended an aggregate of approximately $699,500 of his own personal funds to acquire the shares of Common Stock held by him, for a total average cost per share of $46.63.

Mr. Reza expended an aggregate of approximately $454,450 of his own personal funds to acquire the shares of Common Stock held by him, for a total average cost per share of $45.45.

Item 4. Purpose of Transaction.

Item 4 of the Original Schedule 13D is amended by adding the following:

On March 13, 2014, the Management Company sent a letter to the Company’s Board requesting that the Company’s Board amend the Rights Agreement (the “Rights Agreement”), dated as of October 4, 2013, between the Company and Computershare Inc., to provide a limited waiver of the 10% trigger of the poison pill for investors planning to engage in a proxy contest, such that the Management Company and its affiliates and associates would be permitted to acquire shares of Common Stock up to the 20% trigger of the poison pill already permitted for 13G investors, without being deemed an Acquiring Person (as defined in the Rights Agreement) and triggering the poison pill. The Management Company requested a response from the Company’s Board by March 21, 2014.

On March 21, 2014, the Company’s Board rejected the Management Company’s request.

On March 25, 2014, the Management Company filed a complaint against all of the members of the Company’s Board and the Company in the Court of Chancery of the State of Delaware (the “Court of Chancery”) alleging that the members of the Board breached their fiduciary duties by adopting the Rights Agreement and enforcing it against the Management Company and its affiliates and associates. In the Court of Chancery complaint, the Management Company requested, among other things, that the Court of Chancery declare the Rights Agreement unenforceable under the circumstances and require the Company to redeem the Rights Agreement in its entirety, or in the alternative, either enjoin the Company and the Board from enforcing the Rights Agreement against the Management Company and its affiliates and associates or order the Company and the Board to amend the Rights Agreement to allow the Management Company and its affiliates and associates to acquire up to 20% of the Company’s outstanding Common Stock without triggering the Rights Agreement. The Management Company also filed a motion requesting that the Court of Chancery expedite the case and hold a trial in advance of the May 6, 2014 annual meeting of the Company’s stockholders. Copies of the complaint and the motion to expedite are attached hereto as Exhibit 99.5 and Exhibit 99.6, respectively.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Original Schedule 13D is amended by adding the following:

(a) As of 4:00 p.m., New York City time, on March 25, 2014, (i) the Third Point Reporting Persons beneficially own an aggregate of 6,650,000 shares of Common Stock (the “Third Point Shares”) held by the Funds, (ii) Mr. Wilson beneficially owns an aggregate of 15,000 shares of Common Stock (the “Wilson Shares”), and (iii) Mr. Reza beneficially owns an aggregate of 10,000 shares of Common Stock (the “Reza Shares”). The Third Point Shares represent 9.62% of the Common Stock outstanding, the Wilson Shares represent 0.02% of the Common Stock outstanding, and the Reza Shares represent 0.01% of the Common Stock outstanding. Percentages of the Common Stock outstanding reported in this Schedule 13D are calculated based upon the 69,152,590 shares of Common Stock outstanding as of February 17, 2014, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed by the Issuer with the SEC on February 27, 2014. By reason of the agreements between (i) the Management Company and Mr. Wilson with respect to Mr. Wilson serving as a Third Point Nominee and (ii) the Management Company and Mr. Reza with respect to Mr. Reza serving as a Third Point Nominee, the Third Point Reporting Persons, Mr. Wilson, and Mr. Reza may be deemed to have formed a group within the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934, as amended.

(c) Set forth on Schedule I hereto are all transactions in securities of the Issuer effected by Mr. Reza since March 13, 2014, inclusive of any transactions effected through 4:00 p.m., New York City time, on March 25, 2014. None of the Third Point Reporting Persons or Mr. Wilson have effected any transactions in securities of the Issuer since March 13, 2014 through 4:00 p.m., New York City time, on March 25, 2014.

***

In connection with its solicitation of proxies for the 2014 annual meeting of the Issuer, Third Point LLC and certain of its affiliates have filed a preliminary proxy statement, originally filed on March 17, 2014 (the “Preliminary Proxy Statement”), with the Securities and Exchange Commission (the “SEC”). Third Point LLC will furnish the definitive proxy statement to the Issuer’s stockholders, together with a WHITE proxy card. THIRD POINT LLC STRONGLY ADVISES ALL STOCKHOLDERS OF THE ISSUER TO READ THE PRELIMINARY PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN ANY SUCH PROXY SOLICITATION. SUCH PRELIMINARY PROXY STATEMENT, AS FILED, AND ANY FURTHER OR OTHER RELEVANT DOCUMENTS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT HTTP://WWW.SEC.GOV.

THIRD POINT PARTICIPANT INFORMATION

The following persons are participants in the solicitation of the Issuer’s stockholders: Third Point LLC, Daniel S. Loeb, Third Point Offshore Master Fund L.P., Third Point Ultra Master Fund L.P., Third Point Partners L.P., Third Point Partners Qualified L.P., Third Point Reinsurance Co. Ltd., Lyxor/Third Point Fund Limited, Third Point Advisors LLC, Third Point Advisors II LLC, Harry J. Wilson and Olivier Reza. Certain of these persons hold direct or indirect interests as of 4:00 p.m., New York City time, on March 25, 2014 as follows: Third Point LLC beneficially owns 6,650,000 shares of Common Stock; Mr. Loeb beneficially owns 6,650,000 shares of Common Stock; Third Point Offshore Master Fund L.P. may be deemed to beneficially own 2,760,500 shares of Common Stock; Third Point Ultra Master Fund L.P. may be deemed to beneficially own 1,801,700 shares of Common Stock; Third Point Partners L.P. may be deemed to beneficially own 178,600 shares of Common Stock; Third Point Partners Qualified L.P. may be deemed to beneficially own 1,103,200 shares of Common Stock; Third Point Reinsurance Co. Ltd. may be deemed to beneficially own 684,400 shares of Common Stock; Lyxor/Third Point Fund Limited may be deemed to beneficially own 121,600 shares of Common Stock; Third Point Advisors LLC may be deemed to beneficially own 1,281,800 shares of Common Stock; Third Point Advisors II LLC may be deemed to beneficially own 4,562,200 shares of Common Stock; Mr. Wilson beneficially owns 15,000 shares of Common Stock; Mr. Reza beneficially owns 10,000 shares of Common Stock; and Messrs. Loeb, Reza and Wilson each have an interest in being nominated and elected as a director of the Issuer.

Item 7. Material to be filed as Exhibits.

SIGNATURE

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.

SCHEDULE I

This Schedule sets forth information with respect to each purchase and sale of Reza Shares which was effectuated by Mr. Reza since March 13, 2014 inclusive of any transactions effected through 4:00 p.m., New York City time, on March 25, 2014. Unless otherwise indicated, all transactions were effectuated in the open market through a broker.

Exhibit 99.5

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

VERIFIED COMPLAINT

Plaintiff Third Point LLC (“Third Point”), by and through its undersigned counsel, alleges for its Verified Complaint against defendants William F. Ruprecht, Peregrine A. M. Cavendish, Domenico De Sole, John M. Angelo, Steven B. Dodge, Daniel H. Meyer, Allen I. Questrom, Marsha E. Simms, Michael I. Sovern, Robert S. Taubman, Diana L. Taylor and Dennis M. Weibling (collectively, the “Director Defendants”), and nominal defendant Sotheby’s (“Sotheby’s” or the “Company”) as follows:

NATURE OF THE ACTION

1. The question presented here, never before decided by a Delaware Court, is whether a board of directors can adopt a poison pill with a 10% trigger directly in response to a

stockholder who does not threaten a takeover of the company, but simply seeks minority representation on the board. It is not disputed that the stockholder in question – Third Point – has a reputation for being vocal both inside and outside the boardroom with the goal of improving returns to all stockholders. Stockholder advocacy, even if it causes discomfort in the genteel atmosphere of a corporate boardroom, is good for corporations and is a natural and essential aspect of stockholder ownership of a corporation. Vocal stockholders seeking representation on a corporation’s board of directors cannot be considered a threat to the corporation that is cognizable under this Court’s Unocal jurisprudence. The adoption of a poison pill with a 10% trigger – with an exemption for passive investors who may purchase up to 20% – is neither a reasonable nor proportionate response by a board to a stockholder who wishes to purchase more stock, conduct a proxy contest, and communicate with other stockholders. In fact, the poison pill’s provisions that discriminate between passive stockholders (who are allowed to own up to 20%) and other stockholders is further evidence that the poison pill’s purpose is to favor those stockholders who are more likely to be friendly to management and make it more difficult for all other stockholders to participate in a proxy contest. On Friday March 21, 2014, Sotheby’s denied Third Point’s request that it be allowed to increase its ownership to 20%. On March 24, 2014, Sotheby’s announced that its annual meeting will take place on May 6, 2014.

2. In this action, Third Point seeks declaratory and permanent injunctive relief to remedy an improper attempt by the directors of Sotheby’s (the “Board”) to entrench themselves in office and to hinder Third Point’s or any other stockholder’s ability to run an effective proxy contest. In breach of their fiduciary duties, the Director Defendants adopted a poison pill that is triggered when certain stockholders – including Third Point – acquire 10% or

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more of Sotheby’s outstanding common stock (the “Poison Pill”). The Board adopted the Poison Pill in direct response to a letter sent by Third Point to the Company’s Chairman, President and Chief Executive Officer, Defendant William F. Ruprecht in October 2013 (the “October Letter”). In that letter, Third Point (i) expressed serious concerns about the future of Sotheby’s, (ii) identified a number of problems with Sotheby’s leadership, strategic direction and board governance, (iii) informed the Board that Third Point had acquired additional shares of Sotheby’s common stock, to bring its total ownership percentage to more than 9%, thus making Third Point Sotheby’s largest stockholder, and (iv) volunteered to join the Board and to “help recruit several new directors…”, stating that such new directors would “help ensure that the Company benefits from the rigor and direction that comes from having an owner’s perspective in the boardroom.”

3. The Director Defendants are well aware of Third Point’s experience and successful track record of bringing positive corporate changes by placing new directors on the boards of public companies. Upon reading Third Point’s October Letter, the Director Defendants realized that the board seats of a few of their members would be in jeopardy if Third Point decided to run a proxy contest. Desperate to maintain the status quo, keep all of their Board seats – and the prestige and lucrative compensation package that accompanies them – the Director Defendants adopted the Poison Pill not for any proper purpose, but to impede a proxy contest by Third Point. Although the Board’s avowed purpose for adopting the Poison Pill is to guard against “coercive tactics to gain control,” the Director Defendants are fully aware that (i) corporate takeovers are not Third Point’s business model and (ii) Third Point has no intention of taking control of Sotheby’s. Instead, the Board adopted a poison pill that would favor passive stockholders – that is, stockholders who do not directly threaten the approach to corporate governance of Sotheby’s board of directors.

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4. The terms of the Poison Pill demonstrate that the Board has no genuine concern with a takeover attempt, but are instead intended to thwart Third Point, Sotheby’s largest stockholder, from effectively running a slate of director candidates. The Poison Pill provides an exception that permits investors to acquire up to 20% of the outstanding stock before the Poison Pill is triggered, so long as those investors do not intend to exert control over Sotheby’s or to participate in a proxy contest with respect to Sotheby’s. If the investor plans to engage in a proxy contest, the threshold for triggering the Poison Pill is much lower: a mere 10% of the stock (the “10% Trigger”). In other words, stockholders not seeking to disrupt the incumbent Board may accumulate twice the stake of stockholders who might seek to influence the Company by conducting a proxy contest. This provision expressly discriminates against those stockholders who seek to participate in corporate democracy and corporate governance through exercising their rights as stockholders to engage in a proxy contest.

5. Further demonstrating their entrenchment motives, on March 21, 2014, the Board refused Third Point’s request to amend the terms of the Poison Pill to allow Third Point to acquire up to 20% of Sotheby’s outstanding common stock without triggering the Poison Pill. The Board rejected Third Point’s request out-of-hand and continues to enforce the Poison Pill against Third Point.

6. The Board’s adoption of this discriminatory Poison Pill – and its refusal to amend it in response to Third Point’s request – demonstrate that the Poison Pill is not a reasonable corporate response to a takeover threat, but rather an improper attempt to thwart Third Point’s proxy contest and ensure that the current Board members remain firmly entrenched.

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7. Third Point has nominated a slate of three directors for election to Sotheby’s twelve-member Board at the next annual meeting of Sotheby’s stockholders, which is scheduled to take place on May 6, 2014. Third Point filed its preliminary proxy statement with the SEC on March 17, 2014. As set forth below, the 10% Trigger illegitimately tilts the playing field in the Board’s favor and interferes inequitably with Third Point’s right as a major stockholder to wage a proxy contest. Because the 10% Trigger serves no purpose other than to entrench the Board, Third Point respectfully requests an Order (1) declaring that the Director Defendants breached their fiduciary duties, (2) declaring that the Poison Pill is unenforceable under the circumstances alleged in the Complaint, and (3) requiring the Company to redeem the Poison Pill in its entirety, or in the alternative, enjoining the Company and the Board from enforcing the Poison Pill against Third Point or ordering the Company and the Board to amend the Poison Pill to allow Third Point to acquire up to 20% of Sotheby’s outstanding common stock without triggering the Poison Pill.

THE PARTIES

8. Plaintiff Third Point is a Delaware limited liability company with its principal place of business located at 390 Park Avenue, 18^th Floor, New York, New York. Third Point, directly and indirectly through its affiliates and associates, is the beneficial owner of 6,650,000 shares of Sotheby’s common stock, which constitutes 9.62% of Sotheby’s outstanding common stock. Third Point is Sotheby’s largest stockholder.

9. Sotheby’s is a corporation organized and existing under the laws of the State of Delaware, with its principal place of business at 1334 York Avenue, New York, New York. Sotheby’s is listed on the New York Stock Exchange and trades under the symbol “BID.” Sotheby’s Board is composed of twelve directors.

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10. William F. Ruprecht is the Chairman of the Board, President, and Chief Executive Officer of Sotheby’s. Mr. Ruprecht has served as a director of Sotheby’s since being elected by consent of the then-serving Board in February 2000, at which time he was also appointed President and Chief Executive Officer. Mr. Ruprecht was elected Chairman of the Board by consent of the then-serving Board in December 2012. Mr. Ruprecht received total compensation of $6,043,130 in 2013, including PSU awards valued at over $3.4 million, and has an employment agreement that expires on August 31, 2014.

11. Peregrine A. M. Cavendish, the Duke of Devonshire, has been a director of Sotheby’s since being elected by consent of the then-serving Board in September 1994 and has served as served as the Deputy Chairman of the Board since April 1996. In 2013, Cavendish received more than $110,000 in director compensation and, upon information and belief, Cavendish will continue to receive such compensation in 2014. Cavendish also receives an annual consulting fee of 65,000 British Pounds (US $101,667 in 2013).

12. Domenico De Sole has been a director of Sotheby’s since December 1, 2013 and has served as the Company’s Lead Director since December 13, 2013. In 2013, Mr. De Sole received more than $35,000 in director compensation and, upon information and belief, will continue to receive such compensation in 2014, plus an annual fee of $75,000 for service as the Company’s Lead Director.

13. John M. Angelo has been a director of Sotheby’s since being elected by consent of the then-serving Board in April 2007. In 2013, Mr. Angelo received more than $140,000 in director compensation and, upon information and belief, Mr. Angelo will continue to receive such compensation in 2014.

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14. Steven B. Dodge has been a director of Sotheby’s since May 2012 and previously served as a director of the Company from 2000 to 2007. In 2013, Mr. Dodge received approximately $190,000 in director compensation and, upon information and belief, will continue to receive such compensation in 2014.

15. Daniel H. Meyer has been a director of Sotheby’s since May 2011. In 2013, Mr. Meyer received more than $136,000 in director compensation and, upon information and belief, will continue to receive such compensation in 2014.

16. Allen I. Questrom has been a director of Sotheby’s since being elected by consent of the then-serving Board in December 2004. In 2013, Mr. Questrom received more than $143,000 in director compensation and, upon information and belief, will continue to receive such compensation in 2014.

17. Marsha E. Simms has been a director of Sotheby’s since May 2011. In 2013, Ms. Simms received more than $139,000 in director compensation, and upon information and belief, will continue to receive such compensation in 2014.

18. Michael I. Sovern has been a director of Sotheby’s since being elected by consent of the then-serving Board in February 2000 and served as Chairman of the Board of Directors from February 2000 until December 2012. In 2013, Mr. Sovern received $130,000 in director compensation and, upon information and belief, will continue to receive such compensation in 2014.

19. Robert S. Taubman has been a director of Sotheby’s since August 2000, effectively filling the Board vacancy left when his father, A. Alfred Taubman, stepped down as Chairman of the Company in February 2000. In 2013, the younger Mr. Taubman received more than $160,000 in director compensation and, upon information and belief, will continue to receive such compensation in 2014.

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20. Diana L. Taylor has been a director of Sotheby’s since being elected by consent of the then-serving Board in April 2007. In 2013, Ms. Taylor received more than $148,000 in director compensation and, upon information and belief, will continue to receive such compensation in 2014.

21. Dennis M. Weibling has been a director of Sotheby’s since being elected by consent of the then-serving Board in May 2006. In 2013, Mr. Weibling received more than $170,000 in director compensation and, upon information and belief, will continue to receive such compensation in 2014.

22. The members of the Sotheby’s Board collectively own approximately 0.87% of the Company’s outstanding shares. That miniscule number is a fraction of Third Point’s 9.62% beneficial ownership of the Company’s outstanding shares.

BACKGROUND

23. Sotheby’s, the corporate steward of one of the world’s foremost luxury brands, is a global art business that has been engaged in the auction business since 1744. Sotheby’s is the oldest company listed on the New York Stock Exchange.

24. Sotheby’s primary global competitor is Christie’s International, PLC (“Christie’s”), a privately held, French-owned auction house. Sotheby’s competitive position relative to Christie’s has deteriorated in recent years as a result of Sotheby’s inability to stay on the cutting edge of the global art business. Sotheby’s struggles are evidenced by its disappointing performance in the significant growth categories of contemporary and modern art and its inability to develop and implement a coherent plan for an internet sales strategy.

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Sotheby’s continues to lag behind Christie’s in both private sales and sales in newer markets, like China and the Middle East, where Christie’s already has established significant customer relationships. In short, Sotheby’s strategy of focusing on “top clients” and the high-value-lots segment of the art market has not paid off. By leveraging new technologies, Christie’s has captured the advantage in the lower-value-lots segment and used that as a foothold to generate profits and relationships that have also allowed it to successfully compete against Sotheby’s at the top of the market.

25. Third Point is an SEC-registered investment advisor founded in 1995 by Daniel S. Loeb, who serves as Third Point’s CEO and oversees all investment activity. Third Point manages approximately $14.5 billion in assets. Third Point focuses on achieving for its investors exceptional risk-adjusted returns with limited market exposure. Third Point’s investment strategy for public companies does not involve corporate control transactions. Rather, in its “constructivist” strategy, Third Point looks to unlock value and catalyze value- enhancing change by participating in corporate governance of the companies in which it acquires a substantial interest.

26. On August 26, 2013, Third Point filed a Schedule 13D with the SEC disclosing that it had acquired 3,925,000 shares of Sotheby’s common stock, representing 5.7% of Sotheby’s common stock outstanding (the “13D”). The 13D expressly stated that Third Point did not have any plans or proposals that related to, or that would result in, an extraordinary corporate transaction such as a merger, reorganization or liquidation, involving Sotheby’s. Instead, Third Point explained that it had acquired Sotheby’s common stock for investment purposes only and that Third Point intended to use that position “to engage in a dialogue with

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members of the Board or management of [Sotheby’s]” and to “engage in a dialogue and other communications regarding [Sotheby’s] with other stockholders knowledgeable…, industry or market observers (including art market participants), or other persons.” Federal securities regulations requires the filing of a Schedule 13D whenever a stockholder acquires more than 5% of a voting class of a company’s equity securities registered under Section 12 of the Securities Exchange Act of 1934 for the purpose or with the effect of changing or influencing control. Waging a proxy contest would be considered influencing control, even if the stockholder did not intend to acquire a controlling ownership stake.

27. On October 2, 2013, Third Point filed Amendment No. 1 to its Schedule 13D (the “Amended 13D”). The Amended 13D disclosed that Third Point had acquired an additional 2,425,000 shares of Sotheby’s common stock, increasing its total stake in the Company to 6,350,000 shares of common stock representing 9.3% of the outstanding shares, and making Third Point the Company’s largest stockholder.

28. In conjunction with the Amended 13D, Third Point sent a letter to Mr. Ruprecht detailing certain problems with the Company that are negatively affecting the Company’s performance, including a lack of leadership and strategic vision at Sotheby’s highest levels and a misalignment between management and stockholders – problems that are manifesting themselves in the Company’s chronically weak operating margins and deteriorating competitive position relative to Christie’s (the “October Letter”). Third Point pointed out that the Director Defendants have very little stake in the company they run, as evidenced by the Board’s minimal stockholdings. Third Point also questioned Mr. Ruprecht’s lavish compensation and perquisite package, which is larger than comparable luxury brand companies that are more than three times the size of Sotheby’s. Thus, as the October Letter asserts, the

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Board is not properly incentivized to grow the Company for the benefit of the Company’s owners – its stockholders. The complacency at the Board level has allowed a malaise to settle over the Company and infest its corporate culture.

29. Third Point also highlighted Mr. Ruprecht’s and the Board’s lack of strategic vision, pointing out that, at Mr. Ruprecht’s direction, the Company was still following a strategic plan that was put in place in 2007 to weather the financial crisis. As a result, the Company had failed to (i) capitalize on growth categories, (ii) develop and implement a coherent internet sales strategy and (iii) to establish significant customer relationships in new markets such as China. The result has been a loss of market share to its rival Christie’s, which has been compounded by the fact that Sotheby’s misguided strategy of focusing on “top clients” and the high-value-lots segment of the art market has backfired and allowed Christie’s to make gains in the lower-value-lots segment that Christie’s has used as leverage to compete against, and to beat, Sotheby’s, even at the top-end of the market.

30. At no time has Third Point had any desire to take control of Sotheby’s to remedy these problems. Nor has Third Point even implied, let alone stated, an intent to take control. Instead, Third Point closed its October Letter by offering a plan to increase stockholder value by expanding Sotheby’s global footprint and exploring opportunities to exploit the Sotheby’s brand through adjacent business. Mr. Loeb offered to join the Board immediately and to help recruit several new directors to assist the Company in achieving these goals. Most fundamentally, Third Point wishes to put an owner’s perspective in the boardroom – something that the Sotheby’s Board as currently configured sorely lacks. The October Letter also explained that to repair the Company and to drive its growth in today’s global art market, Sotheby’s needs a CEO with sufficient knowledge of global art markets – a CEO who can move seamlessly

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around the globe building business and strengthening client relationships (although since such time, Third Point has publicly acknowledged that it is willing to continue to work with the current CEO).

31. On July 30, 2013, a completely unrelated investment fund, Marcato Capital (“Marcato”), disclosed ownership of over 6% of Sotheby’s common stock. Contemporaneous press reports stated that “we would suspect that [Richard] McGuire [Marcato’s founder] and his team are trying to get management to change their strategy.”

32. The Board responded to the October Letter and to Third Point’s disclosure that it had increased its ownership stake in Sotheby’s to approximately 9.3% by adopting the Poison Pill on October 4, 2013 – a mere two days after receiving Third Point’s October Letter.

33. The Poison Pill was implemented in the form of a distribution of a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock. Each Right entitles its holder to purchase from Sotheby’s one one-hundredth of a share of Series A Junior Participating Preferred Stock (a “Preferred Share”) of the Company at a price of $200 (the “Exercise Price”).

34. A Right does not give its holder any dividend, voting, or liquidation rights until it is exercised. Once exercised, however, each Right will entitle its holder (other than an Acquiring Person, as defined below) to purchase, for the Exercise Price, a number of shares of the Company’s common stock having a market value of twice such price, based on the market price of the Company prior to such acquisition – in other words, the right to acquire common stock at a 50% discount. If the Company is acquired in a merger or other business combination transaction after the Rights become exercisable, each Right will entitle its holder (other than an

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Acquiring Person, as defined below) to purchase, for the Exercise Price, at the Right’s then-current exercise price, a number of shares of the acquiring company’s common stock having a market value of twice such price, based on the market price of the acquiring company’s stock prior to such transaction.

35. The Poison Pill is triggered when a person or group becomes an “Acquiring Person.” A person or group becomes an Acquiring Person by obtaining beneficial ownership of “10% or more of the Common Shares of the Company then outstanding....” The Rights become exercisable ten days after the public announcement that a person or group has become an Acquiring Person.

36. The Poison Pill’s definition of “Acquiring Person” contains several exceptions that reveal the Poison Pill’s actual – and illegitimate – purpose. First, a higher threshold applies if the acquiring person or group is eligible to report, and does report, its holdings on Schedule 13G, which can be filed (in lieu of a Schedule 13D), by a stockholder that, among other things, owns less than 20% of a voting class of a company’s equities securities registered under Section 12 of the Securities Exchange Act of 1934, and that affirms that the shares are not held for the purpose or with the effect of changing or even influencing control. Such an investor or investor group does not become an Acquiring Person under the terms of the Poison Pill unless and until they obtain beneficial ownership of 20% or more of the Company’s outstanding common stock. This makes clear that the Poison Pill’s intended purpose is to interfere with the proxy process and tilt the playing field towards passive stockholders who are permitted to own up to 20% of Sotheby’s stock and against active stockholders who seek a voice in the Company’s corporate governance. Second, no threshold applies if the acquiring person or group is a bona fide swaps dealer who has only become an Acquiring Person as a result of its

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actions in the ordinary course of its business and the Board determines, in its sole discretion, that such actions were taken without the intent or effect of evading the Poison Pill or otherwise seeking to control or influence the management or policies of the Company.

37. Finally, the Poison Pill contains a “qualifying offer” exception, whereby the Rights will automatically expire concurrently with (but no earlier than 100 days after the commencement of such qualifying offer) the purchase of 50% (including any shares held by the offeror) of the Company’s outstanding common stock on a fully diluted basis pursuant to a tender or exchange offer for all of the outstanding shares of the Company’s common stock at the same price and for the same consideration, provided that the offeror irrevocably commits to purchase all remaining untendered shares at the same price and the same consideration actually paid pursuant to the offer. Thus, the Poison Pill – traditionally a means of providing a board of directors with a say in the face of a hostile takeover to ostensibly protect stockholders – expressly would not apply to an actual tender offer for all the shares, at any price, of Sotheby’s. This “qualifying offer” exception makes it clear beyond cavil that the true purpose of the Director Defendants’ Poison Pill is not to prevent a corporate takeover, but to protect the culture of the boardroom, by targeting stockholders who seek only to participate in corporate governance, to exercise the stockholder franchise and to seek representation of their views on Sotheby’s Board. Indeed, the definition of “beneficial ownership” in the Poison Pill chills alliances with other stockholders who may have the same views as Third Point with respect to Sotheby’s Board.

38. The Poison Pill will expire on October 3, 2014, after the 2014 proxy season is over, unless ratified by the stockholders of the Company by such date, in which case the Poison Pill will instead expire on October 3, 2016. The Company’s certificate of

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incorporation prohibits stockholders from acting by written consent or calling special meetings, so there will be no opportunity for stockholders to exercise their right to elect directors for a year following the 2014 annual meeting, even if the Poison Pill lapses in October 2014.

39. When the Board adopted the Poison Pill, the Company issued a press release stating that the Poison Pill was adopted “in response to the recent rapid accumulations of significant portions of Sotheby’s outstanding common stock,” and was “intended to protect Sotheby’s and its shareholders from efforts to obtain control that are inconsistent with the best interest of the Company and its shareholders.”

40. The Company was well aware, however, that Third Point did not and does not pose a takeover threat to the Company. Third Point has no desire to – and never has expressed a desire to – obtain control over Sotheby’s. It is well-known by the Board and the industry in general that Third Point’s business model does not include acquiring control of companies. Nor does Third Point pose any threat to Sotheby’s assets. Instead, Third Point has repeatedly expressed to the Board its desire to strengthen Sotheby’s and to increase the return on investment for its stockholders through changes to the Company’s policies and corporate governance that would benefit all stockholders. Although Third Point believes strongly that its nominees will be a very positive influence on the Board, Third Point has no desire – and has never expressed a desire – to have anything more than a voice for the stockholders in corporate governance. Seeking such a voice for ownership in the Sotheby’s boardroom is surely a legitimate goal, especially given that Third Point is the Company’s largest stockholder. The adoption of the Poison Pill clearly was a response – and a wrongful one – to stockholder action.

41. Moreover, the circumstances surrounding the adoption of the Poison Pill and the language of the Poison Pill itself reveal that the Board’s principal motivation was to

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entrench itself and to prevent Third Point (or any other public stockholder) from obtaining a voting bloc sufficient to ensure a voice in the Company’s governance or to elect directors to monitor the stockholders’ investment. First, by creating exceptions to the 10% Trigger for 13G investors who do not and cannot wage proxy contests, the Board allows those stockholders who are more likely to be friendly to management and support the current Board’s policies to strengthen their positions, while handicapping those stockholders, like Third Point, that desire change. Second, by making exceptions for qualified offers, the Poison Pill does nothing to achieve its stated purpose of preventing a hostile takeover. Instead, its low threshold – applied specifically to proxy contestants – demonstrates the Board’s intent to hinder a proxy fight and make it more difficult for stockholders who are concerned for the Company’s future, but not interested in taking control, from having an effective say in corporate governance.

42. On February 27, 2014, Third Point filed Amendment No. 2 to its Schedule 13D (the “Second Amended 13D”). The Second Amended 13D disclosed that Third Point had acquired an additional 200,000 shares of Sotheby’s common stock, increasing its total stake in the Company to 6,550,000 shares of common stock representing 9.53% of the outstanding shares.

43. In the Second Amended 13D, Third Point commended the Board for taking some of the actions recommended by Third Point, but lamented that much remained to be done to enhance the Company’s competitive position, improve its strategy, and boost stockholder value. Specifically, Third Point explained that it remained convinced that the Company and all stockholders would benefit from having an owners’ perspective in the boardroom. Third Point explained that the Company and its stockholders would benefit greatly from new perspectives

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and different expertise at the Board level and, to achieve the policy and management changes the Company needed, the Board required an expert in corporate restructuring to take the reins. The Board also needed greater depth of experience in Sotheby’s key business building-block: luxury-customer relationship development.

44. Accordingly, Third Point disclosed in the Second Amended 13D that, earlier that day, it had provided notice to Sotheby’s that Third Point would nominate three directors for election to the Board at the 2014 annual meeting: (1) Mr. Loeb, to whom the Board had already offered a seat as a director; (2) Harry J. Wilson, the chairman of a highly-regarded corporate turnaround and restructuring firm who had previously served as a senior member of the President’s Automotive Task Force with principal responsibility for the successful restructuring of General Motors; and (3) Olivier Reza, the lead designer and head of the House of Alexander Reza, an internationally-renowned luxury jeweler based in Paris, and the former managing director in the mergers and acquisitions group at Lazard Freres & Co. LLC in New York (Mr. Loeb, Mr. Wilson, and Mr. Reza are referred to collectively as the “Third Point Nominees.”)

45. Sotheby’s responded with an investor call and a press release the same day stating that the Nominating and Corporate Governance Committee would review Third Point’s director nominations and present its recommended slate of director nominees in its definitive proxy statement. However, in those communications, the Board revealed that it has no intention of objectively considering Third Point’s Nominees. It characterized the nominations as “unfortunate” and stated that it was “disappointed that Third Point has chosen this path.” Not surprisingly, the Director Defendants opined, through the Company, that they believed that the incumbent Board was best positioned to support the Company’s continued growth and success.

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46. On March 13, 2014, Third Point filed Amendment No. 3 to it Schedule 13D (the “Third Amended 13D”), in which Third Point disclosed that it acquired additional shares of Sotheby’s common stock, bringing its total ownership percentage to 9.62%. The Third Amended 13D also provided additional information about Third Point’s nominees for election to the Sotheby’s Board.

47. On March 13, 2014, Third Point sent a letter to the Board requesting that the Board amend the Poison Pill to provide a limited waiver of the 10% Trigger, such that Third Point and its affiliates and associates would be permitted to acquire shares of common stock of Sotheby’s up to the 20% threshold already permitted for 13G Investors, without being deemed an Acquiring Person that would trigger the Poison Pill. Third Point requested a response from the Board by March 21, 2014.

48. Also on March 13, 2014, Sotheby’s issued a letter to all Sotheby’s stockholders. In that letter, Sotheby’s advised that the Board had determined to reject all of Third Point’s nominees (even though the Company previously offered Mr. Loeb a seat on the Board) and endorsed the Board’s candidates for election at the 2014 annual meeting of stockholders. The March 13 letter went on to chastise Third Point and Mr. Loeb for exercising Third Point’s right as a Sotheby’s stockholder to launch a proxy contest.

49. In March 17, 2014, Third Point filed a preliminary proxy statement with the SEC explaining why its nominees – Messrs. Loeb, Wilson and Reza – were suitable and qualified to become members of the Sotheby’s Board.

50. On March 21, 2014, Sotheby’s rejected Third Point’s request that it be allowed to increase ownership to 20%, stating that: “after due consideration, the Board of Directors has decided to decline your request for an amendment at this time, as the Board of

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Directors continues to believe the existing one-year Rights Agreement is in the best interests of all Company stockholders.” The letter ended with a platitude: “The Company remains committed to constructive engagement that advances the best interests of all Company stockholders.”

51. The adoption and continuation of the Poison Pill is causing irreparable injury to Third Point and the other stockholders of Sotheby’s by hindering Third Point’s ability to wage an effective proxy contest.

52. Third Point has already nominated three directors to be elected to the Board at the 2014 annual meeting, which has just been scheduled for May 6, 2014.

53. Limiting the number of shares Third Point can own will reduce the chance that Third Point’s proxy contest will be successful. Waging an effective proxy contest is expensive and involves significant time and resources. For Third Point to be able to wage a meaningful proxy contest and for Sotheby’s stockholders to effectively exercise their stockholder franchise, Third Point needs prompt relief from the Court to allow Third Point to gain an equal footing with other stockholders and obtain up to a 20% stake in the Company without triggering the Poison Pill.

54. The Company recently announced that its annual meeting will take place on May 6, 2014, making it critical that this issue be resolved expeditiously. In addition, the Company’s certificate of incorporation prohibits stockholders from acting by written consent or calling special meetings, so there will be no opportunity for stockholders to exercise their right to elect directors for a year following the 2014 annual meeting, even if the Poison Pill lapses in October 2014.

55. Although the record date was set for March 12, 2014, Third Point would still be able to acquire shares with proxies from holders as of that date prior to the annual meeting.

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COUNT I

BREACH OF FIDUCIARY DUTY

56. Plaintiff repeats and realleges the allegations in each of the preceding paragraphs of the Verified Complaint as if fully set forth herein.

57. The Director Defendants owe Plaintiff and Sotheby’s other stockholders fiduciary duties of loyalty and due care.

58. Delaware law imposes a fiduciary duty on the Director Defendants to act reasonably and not to invoke defensive measures unless they are in response to a legitimate threat to the Company’s corporate policy and effectiveness.

59. The Director Defendants have breached their fiduciary duties by adopting the Poison Pill in response to Third Point and enforcing the Poison Pill against Third Point because their actions were not reasonable in relation to any legitimate threat.

60. There is no reasonable basis for the Board to believe that Third Point’s proxy contest poses a threat to Sotheby’s corporate policy and effectiveness. Third Point has never expressed an intention to obtain control over the Company, nor does Third Point have a track record of attempting to obtain control over companies in its nearly twenty-year history. Instead, as repeatedly disclosed in the 13D, the Second Amended 13D, the Third Amended 13D and the October Letter, Third Point wants only to exercise its fundamental right as a stockholder of a Delaware corporation to have a say in the governance of the Company. Thus, the Board’s true purpose for adopting the Poison Pill and enforcing the 10% Trigger against Third Point could only be to prevent Third Point from acquiring additional shares and decrease Third Point’s

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chances of waging a successful proxy contest. Because the Board’s decision to adopt the Poison Pill in response to Third Point and enforce the Poison Pill against Third Point was not a reasonable response to a legitimate threat to the Company, such as a takeover attempt or an effort to strip Sotheby’s of important assets, the Board’s actions are improper and Third Point is entitled to a declaration that the Board breached its fiduciary duty under Delaware law.

61. The Company and the Board, therefore, should be ordered to redeem the Poison Pill in its entirety, or in the alternative, enjoined from enforcing the Poison Pill against Third Point or ordered to amend the Poison Pill to allow Third Point to acquire up to 20% of Sotheby’s outstanding common stock without triggering the Poison Pill.

62. Plaintiff has no adequate remedy at law.

PRAYER FOR RELIEF

WHEREFORE, for the reasons set forth above, Plaintiff respectfully requests that this Court enter an order;

A. Declaring that the Director Defendants breached their fiduciary duties;

B. Declaring that the Poison Pill is unenforceable under the circumstances alleged in the Complaint;

C. Requiring the Company to redeem the Poison Pill in its entirety, or in the alternative, enjoining the Company and the Board from enforcing the Poison Pill against Third Point or ordering the Company and the Board to amend the Poison Pill to allow Third Point to acquire up to 20% of Sotheby’s outstanding common stock without triggering the Poison Pill;

D. Awarding Plaintiffs costs and expenses incurred in this action, including, but not limited to experts’ and attorneys’ fees; and

E. Awarding such other and further relief as the Court deems just, equitable and proper.

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		MORRIS, NICHOLS, ARSHT & TUNNELL LLP
OF COUNSEL   Tariq Mundiya WILLKIE FARR & GALLAGHER LLP 787 Seventh Avenue New York, NY 10019 (212) 728-8000 Attorneys for Plaintiff Third Point LLC, except with repect to claims against Defendant Diana L. Taylor		William M Lafferty (#2755) Kevin M. Coen (#4775) Matthew R. Clark (#5147) 1201 North Market Street Wilmington, Delaware 19801 (302) 658-9200 Attorneys for Plaintiff Third Point LLC
Matthew S. Dontzin DONTZIN NAGY & FLEISIG LLP 980 Madison Avenue New York, New York 10075 (212) 717-2900 Attorneys for Plaintiff Third Point LLC
Dennis J. Friedman GIBSON, DUNN & CRUTCHER LLP 200 Park Avenue New York, New York 10166 (212) 351-3900 Attorneys for Plaintiff Third Point LLC
March 25, 2014   8082150.10

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Exhibit 99.6

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

MOTION TO EXPEDITE

Plaintiff Third Point LLC (“Third Point”), by and through its undersigned counsel, hereby moves pursuant to Court of Chancery Rules 4(g), 12(a), 26, 30, 33, 34 and 36, for entry of an Order in the form attached hereto expediting the proceedings in this matter and providing for (i) a shortened time for defendants to answer Plaintiff’s Verified Complaint (the “Complaint”), (ii) expedited discovery, and (iii) an expedited trial. The grounds for this motion are as follows:

BACKGROUND

1. As set forth in the Verified Complaint, Third Point seeks declaratory and permanent injunctive relief to remedy an improper attempt by the directors (the “Board” or “Director Defendants”) of Sotheby’s (or the “Company”) to entrench themselves in office and to

hinder Third Point’s or any other stockholder’s ability to run an effective proxy contest. In breach of their fiduciary duties, the Director Defendants adopted a poison pill that is triggered when certain stockholders – including Third Point – acquire 10% or more of Sotheby’s outstanding common stock (the “Poison Pill”). The Board adopted the Poison Pill in direct response to a letter Third Point sent to the Company’s Chairman, President and Chief Executive Officer, Defendant William F. Ruprecht in October 2013 (the “October Letter”). In that letter, Third Point (i) expressed serious concerns about the future of Sotheby’s, (ii) identified a number of problems with Sotheby’s leadership, strategic direction and board governance, (iii) informed the Board that Third Point had acquired additional shares of Sotheby’s common stock, to bring its total ownership percentage to more than 9%, thus making Third Point Sotheby’s largest stockholder, and (iv) volunteered to join the Board and to “help recruit several new directors . . .”, stating that such new directors would “help ensure that the Company benefits from the rigor and direction that comes from having an owner’s perspective in the boardroom.”

2. The Director Defendants are well aware of Third Point’s experience and successful track record of bringing positive corporate changes by placing new directors on the boards of public companies. Upon reading Third Point’s October Letter, the Director Defendants knew that the board seats of a few of their members would be in jeopardy if Third Point decided to run a proxy contest. Desperate to maintain the status quo, keep all of their Board seats – and the prestige and lucrative compensation package that accompanies them – the Director Defendant adopted the Poison Pill not for any proper purpose, but to impede a proxy contest by Third Point. Although the Board’s avowed purpose for adopting the Poison Pill is to guard against “coercive tactics to gain control,” the Director Defendants are fully aware that (i) corporate takeovers are not Third Point’s business model and (ii) that Third Point has no intention of taking control of Sotheby’s. Instead, the Sotheby’s board adopted a poison pill that would favor passive stockholders – that is, stockholders who do not directly threaten the approach to corporate governance of Sotheby’s board of directors.

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3. The terms of the Poison Pill demonstrate that the Board has no genuine concern with a takeover attempt, but are instead intended to thwart Third Point, Sotheby’s largest stockholder, from effectively running a slate of director candidates. The Poison Pill provides an exception that permits investors to acquire up to 20% of the outstanding stock before the Poison Pill is triggered, so long as those investors do not intend to exert control over Sotheby’s or to participate in a proxy contest with respect to Sotheby’s. If the investor plans to engage in a proxy contest, the threshold for triggering the Poison Pill is much lower: a mere 10% of the stock (the “10% Trigger”). In other words, stockholders seeking not to disrupt the incumbent Board may accumulate twice the stake of stockholders who might seek to influence the Company by conducting a proxy contest. This provision expressly discriminates against those stockholders who seek to participate in corporate democracy and corporate governance through exercising their rights as stockholders to engage in a proxy contest.

4. Further demonstrating their entrenchment motives, on March 21, 2014, the Board refused Third Point’s request to amend the terms of the Poison Pill to allow Third Point to acquire up to 20% of Sotheby’s outstanding common stock without triggering the Poison Pill. The Board rejected Third Point’s request out-of-hand and continues to enforce the Poison Pill against Third Point.

5. The Board’s adoption of this discriminatory Poison Pill – and its refusal to amend it in response to Third Point’s request – demonstrate that the Poison Pill is not a reasonable corporate response to a takeover threat, but rather an improper attempt to thwart Third Point’s proxy contest and ensure that the current Board members remain firmly entrenched.

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6. Third Point has nominated a short slate of three directors for election to Sotheby’s twelve-member Board at the next annual meeting of Sotheby’s stockholders, which is scheduled to take place on May 6, 2014. Third Point field its preliminary proxy statement with the SEC on March 17, 2014. As set forth in the Verified Complaint, the 10% Trigger illegitimately tilts the playing field in the Board’s favor and interferes inequitably with Third Point’s right as a major stockholder to wage a proxy contest. Third Point, therefore, seeks an Order (1) declaring that the Director Defendants breached their fiduciary duties, (2) declaring that the Poison Pill is unenforceable under the circumstances alleged in the Complaint, and (3) requiring the Company to redeem the Poison Pill in its entirety, or in the alternative, enjoining the Company and the Board from enforcing the Poison Pill against Third Point or ordering the Company and the Board to amend the Poison Pill to allow Third Point to acquire up to 20% of Sotheby’s outstanding common stock without triggering the Poison Pill.

7. To avoid the irreparable harm to Third Point that will result if the Board is permitted to continue to enforce the 10% Trigger against Third Point for the purpose of impeding Third Point’s proxy contest, Third Point respectfully requests an expedited trial to be scheduled sufficiently in advance of the May 6, 2014 annual meeting of Sotheby’s stockholders to allow Third Point time to purchase up to 20% of Sotheby’s outstanding shares in advance of the annual meeting.

ARGUMENT

8. The Court will grant expedited proceedings if the plaintiff shows good cause, which can be demonstrated by showing: (1) a “sufficiently colorable claim” and (2) “a sufficient possibility of threatened irreparable injury.” Banet v. Fonds de Reg. et de Controle Cafe Cacao, 2008 WL 4951054, at *1 (Del. Ch. Nov. 12, 2008) (citing Madison Real Estate v. Geno One Fin. Place L.P., 2006 WL 456779, at *2 (Del. Ch. Feb. 22, 2006) and Giammargo v. Snapple Beverage Corp., 1994 WL 672698, at *2 (Del. Ch. Nov. 15, 1994)).

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9. “The burden on a plaintiff in seeking an expedited proceeding is not high.” Renco Gp., Inc. v. MacAndrews AMG Hldgs. LLC, 2013 WL 209124, at *1 (Del. Ch. Jan. 19, 2013) (citing In re Ness Techs., Inc., 2011 WL 3444573, at *2 (Del. Ch. Aug. 3, 2011)). This Court has observed on several occasions that it “follows a tradition of action with a certain solicitude towards . plaintiffs in this procedural setting and thus has followed the practice of erring on the side of expedited discovery.” Cty. of York Empls. Ret. Plan v. Merrill Lynch & Co., 2008 WL 4824053, at *9 (Del. Ch. Oct. 28, 2008) (internal quotation marks omitted); accord Giammargo, 1994 WL 672698, at *2). The Delaware Supreme Court has similarly observed that “Delaware courts are always receptive to expediting any type of litigation in the interests of affording justice to the parties.” Box v. Box, 697 A.2d 395, 399 (Del. 1997). Granting a motion to expedite is particularly appropriate where, as here, there are credible allegations that directors’ actions are wrongfully abridging the right of stockholders to cast a meaningful vote. See, e.g., Telecom-SNI Investors, LLC v. Sorrento Networks, Inc., 2002 WL 1732423, at *14 (Del. Ch. July 15, 2002).

10. Here, there can be no dispute that the Complaint states a colorable claim. Delaware law imposes a fiduciary duty on the Director Defendants to act reasonably and not to invoke defensive measures unless they are in response to a legitimate threat to the Company’s corporate policy and effectiveness. See Unocal Corp. v. Mesa Petroleum Co., 493 A.2d 946, 955 (Del. 1985). As set forth in the Complaint, the Director Defendants have breached their fiduciary duties by adopting the Poison Pill in response to Third Point and enforcing the 10% Trigger against Third Point because their actions were not reasonable in light of any legitimate

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threat. Indeed, there is no reasonable basis for the Board to believe that Third Point’s proxy contest poses a threat to Sotheby’s corporate policy and effectiveness. Third Point has never expressed an intention to obtain control over the Company, nor does Third Point have a track record of attempting to obtain control over companies in its nearly twenty-year history. Instead, as repeatedly disclosed in its Schedule 13D filings and the October Letter, Third Point wants only to exercise its fundamental right as a stockholder of a Delaware corporation to have a say in the governance of the Company.

11. Thus, the Board’s true and only purpose for adopting the Poison Pill and enforcing the 10% Trigger against Third Point could only be to further entrench the Board and to deter or prevent Third Point from acquiring additional shares and decrease Third Point’s chances of waging a successful proxy contest. Because the Board’s decision to adopt the Poison Pill and enforce the 10% Trigger against Third Point was not a reasonable response to a legitimate threat to the Company, such as a takeover attempt or an effort to strip Sotheby’s of important assets, the Board’s actions are improper. See MM Cos., Inc. v. Liquid Audio, Inc., 813 A.2d 1118, 1131 (Del. 2003) (explaining “the special import[ance] of protecting the shareholder’s franchise within Unocal framework”) (quoting Stroud v. Grace, 606 A.2d 75, 92 n.3 (Del. 1992)).

12. The Complaint also alleges a “sufficient possibility of a threatened irreparable injury.” Giammargo, 1994 WL 672698, at *2. As set forth in the Complaint, and as it has publicly disclosed, Third Point has nominated a slate of three directors for election to the Board at the next annual meeting of stockholders. The Board’s enforcement of the 10% Trigger against Third Point unfairly tilts the playing field in the Board’s favor and irreparably hinders Third Point’s ability to wage a successful proxy contest.

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13. Sotheby’s recently announced that its 2014 annual meeting of stockholders will be held on May 6, 2014. For Third Point to be able to wage a proxy contest unimpeded by the Board’s wrongful enforcement of the 10% Trigger, Third Point needs relief from this Court sufficiently in advance of the 2014 meeting so that it has time to purchase additional shares with proxies.

14. In addition, the Company’s certificate of incorporation prohibits stockholders from acting by written consent or calling special meetings, so there will be no opportunity for stockholders to exercise their right to elect directors for a year following the 2014 annual meeting. Consequently, Plaintiff respectfully requests an expedited trial to be held sufficiently in advance of the May 6, 2014 annual meeting.

CONCLUSION

For the foregoing reasons and for the reasons stated in Plaintiffs Verified Complaint, Plaintiff respectfully requests that the Court enter an Order expediting proceedings in this action and scheduling an expedited trial.

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