The Shareholder Forum

supporting investor interests in the use of their capital to produce goods and services

 

Purpose & History of Services

The Shareholder Forum

The Shareholder Forum supports investor interests in corporate enterprise value with services that require independence – and that may benefit from the Forum’s network resources and recognition for advocacy of long term investor interests – to assure a definition of relevant issues and fair access to information that can be relied upon by both corporate and investor decision-makers.

The policies that provide a foundation for the Forum’s marketplace functions have been carefully developed and tested to allow any investor to participate in its communications, either anonymously or visibly, without acting in concert. Established originally to accommodate professional fund managers and securities analysts, this SEC -defined independent moderator function has proved to be consistently effective in managing orderly processes of issue definition for rational analysis by all of the various principals, fiduciaries, advisers and corporate managers who are responsible for informed decisions.

Initiated in 1999 by the CFA Society of New York (at the time known as the New York Society of Security Analysts) with lead investor and former corporate investment banker Gary Lutin as guest chairman to address the professional interests of its members, and independently supported by Mr. Lutin since 2001, Forum programs have achieved wide recognition for their effective definition of important issues and orderly exchange of the information and views needed to resolve them. The Forum's ability to convene all key decision-making constituencies and influence leaders has been applied to subjects ranging from corporate control contests to the establishment of consensus marketplace standards for fair disclosure, and has been relied upon by virtually every major U.S. fund manager and the many other investors who have participated in programs that addressed their interests.

After concluding a collaborative public program addressing broad policy interests in 2012-2015, the Forum has resumed its original focus on company-specific investor decisions, with particular encouragement of private programs to achieve carefully defined objectives. Currently important applications of the Forum’s independent management of communication exchanges include the support of corporate managers who wish to provide the leadership expected of them by responding to either shareholder engagement or activist challenges with orderly reviews of issues relevant to long term investor interests. The Forum continues, of course, to offer this support to investors concerned with the use of their capital to produce goods and services.

Requests for Shareholder Forum consideration of support may be initiated confidentially by any investor or by the subject company, or by the professional advisors to either.  

 

Investor Sponsored Forum Programs

Replacing Unresponsive Directors

 

 

Two cases were selected in 2001 to demonstrate the processes by which investors, acting independently in a common interest, could replace directors who were unresponsive to shareholder concerns:

 

Lone Star Steakhouse


Willamette Industries

 

The successes of independent investor efforts in both cases established the feasibility of value enhancement practices in the current marketplace.

Summaries and selected records of both Forum programs are presented below. 

 

 


 

 

Forum History: Lone Star Steakhouse & Saloon, Inc. (“STAR”)

      Responding to widely reported shareholder dissatisfaction with the company’s management, an analyst with a $40,000 budget and an interest in starting a new career as an activist fund manager nominated himself for the board seat of Lone Star’s founder CEO.

      The Forum program was initiated in June 2001 to address investor concerns about management’s use of litigation and other tactics to stop the dissident’s campaign.  The stated purpose of the Forum was to support shareholder rights to make informed decisions about the alternative board candidates, without endorsing either one.

      Forum communications provided investors with a free and open exchange of information, unconstrained by management litigation and without conventional proxy contest expenditures.  At the July 2001 annual meeting, the founder CEO lost his board seat with 56% of the votes cast in favor of the neophyte activist.

Selected records (listed chronologically):


* See also The New York Times, July 20, 2001, "Analysts' Group Halts Forums on Companies"

 

 


 

 

Forum History: Willamette Industries, Inc. (“WLL”)

      A Forum program was initiated in May 2001 to address increasing investor concerns about Willamette management’s personal biases in refusing to reasonably consider a proposed business combination with Weyerhaeuser.

      A Weyerhaeuser slate of director candidates won a close contest for the third of Willamette’s classified board seats that was up for election at the June 2001 annual meeting. Management nevertheless continued to refuse explorations with Weyerhaeuser until mid-December 2001, when Willamette announced it was negotiating a strategic asset transaction that would block the proposed Weyerhaeuser combination.

      Two Forum participants responded to management’s continued obstructive tactics with litigation. Another stated its intent to nominate director candidates for the next annual meeting, so that shareholders would be assured the opportunity to elect dissidents to another third of the board and thus secure a majority even if Weyerhaeuser abandoned its effort.

      Within weeks of the independent shareholder actions, in January 2002, Willamette management capitulated and agreed to a Weyerhaeuser combination that allowed Willamette shareholders to realize the $6.1 billion value of their company.

Selected records (listed chronologically):

 

 

 

 

Inquiries, requests to be included in email distribution lists, and suggestions of new Forum subjects may be addressed to inquiry@shareholderforum.com.

Publicly open programs of the Shareholder Forum are conducted for free participation of all shareholders of a subject company and any fiduciaries or professionals concerned with their decisions, according to the Forum’s stated "Conditions of Participation." In all cases, each participant is expected to make independent use of information obtained through the Forum, and participation is considered private unless the party specifically authorizes identification.

The information provided to Forum participants is intended for their private reference, and permission has not been granted for the republishing of any copyrighted material. The material presented on this web site is the responsibility of Gary Lutin, as chairman of the Shareholder Forum.

Shareholder Forum™ is a trademark owned by The Shareholder Forum, Inc., for the programs conducted since 1999 to support investor access to decision-making information. It should be noted that we have no responsibility for the services that Broadridge Financial Solutions, Inc., introduced for review in the Forum's 2010 "E-Meetings" program and had been offering for several years with the “Shareholder Forum” name, and we have asked Broadridge to use a different name that does not suggest our support or endorsement.