The Shareholder Forum

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The Shareholder ForumTM acts as an independent, non-partisan moderator of programs to provide both investor and corporate participants with access to information and free exchanges of views relating to shareholder capital commitment and voting decisions.

Initiated in 1999 by the New York Society of Security Analysts to address the professional interests of its members and to serve a public education purpose, the Shareholder Forum has continued since 2001 under independent management with
conditions of participation that support the fair and open resolution of issues. Participation in programs is free to all investors as well as to corporate managers and others concerned with their interests.

Whether addressing a company-specific decision or a broadly applicable marketplace practice of public interest, all Shareholder Forum programs are pragmatically focused on defined issues that are relevant to investor decisions. Requests for a program can be initiated by any investor or corporate manager, and will be considered based on an issue’s importance to objectives of long-term wealth creation.

 

 

Note:  The alternatives summarized below in 2005 for the assumption of Forum management by an existing or newly formed educational institution did not progress as expected.  In 2008, responding to increasing marketplace and regulatory interest in applications of Forum programs, discussions of the "Institute" were replaced by plans for a combination of commercial management and public interest oversight to provide the required expansion of Forum resources.

 

Support of Forum Institute

 

To participants in all past and current Forum programs:

 

            During the past six years many of you have benefited from our independent Forum programs in terms of enhanced shareholder value and improved quality of investor information.  And I hope that you’ve also enjoyed, deservedly, some recognition and personal satisfaction from your participation in a process of enlightenment and change that is critical to the viability of our capitalist economy.

 

            I ask you now to consider the future profit and pride you could derive from expanded programs that are more effectively managed by a public purpose Forum “Institute,” and I invite you to help organize it.

 

            The need for a broadly supported Forum Institute has been discussed for years.  As some of you may recall, I’d accepted responsibility for conducting a shareholder Forum for a Computer Associates (“CA”) proxy contest in 2001 with the expectation that a not-for-profit organization would be established to take over the program.  That didn’t happen, and now there’s a new CA Forum with a much more extensive agenda and a much greater need for proper management.

 

            There are also many more companies whose shareholders – like those of Willamette Industries or Lone Star Steakhouse in the past – could benefit from a Forum program if the management resources were available.  And there are many important capital market issues that deserve the thorough examination of an open Forum, including our continued attention to the old Amazon/PAIS issues of information integrity and our new attention to the biggest question raised by all the recent changes in rules and tools: What can and should be expected of responsible investors?

 

            These independent, open Forum programs can be made available fairly and reasonably only if they’re conducted by a properly organized institution representing all corporate and investor constituencies.  It is certainly inappropriate for a single private person to determine which situations will benefit from a Forum program, even if that person is willing to be restricted from conflicting interests.  And, as I hope all of you will appreciate, it’s also inappropriate for one person to bear the burdens of a program that benefits all members of the investment community.

 

            To assure the professionally sound organization of the needed not-for-profit Forum Institute, and to assure that it gets done this year, I’ve arranged for Anthony Knerr & Associates to develop recommendations and guide the process.[*]  This process will involve active collaboration with representatives of the relevant constituencies.

 

            As soon as the Institute is formally organized, I will assign to it the responsibility for management of the current CA Forum, as contemplated in that program’s Conditions of Participation.  And, of course, I will offer my full and enthusiastic support of the Forum programs under the Institute’s control.

 

            Your help, in the form of both thoughts and funding, will be welcomed.

 

                        GL – 2/2/05

 

Gary Lutin

Lutin & Company

575 Madison Avenue, 10th Floor

New York, New York 10022

Tel: 212-605-0335

Fax: 212-605-0325

Email: gl@shareholderforum.com


 

[*] Anthony Knerr & Associates is widely recognized for its strategic positioning of major educational and other nonprofit institutions, and its founder, Tony Knerr, is personally familiar with the oversight of major university endowments and mutual funds.  Background information on the firm is available on its web site: www.aknerr.com.

 

 

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

It is the policy of Forum programs to be open to all shareholders of a subject company and to 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.