The Shareholder Forum

supporting investor interests in long term enterprise value

 

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, this independent moderator function has proved to be consistently effective in managing orderly processes of issue definition for rational analysis by fiduciaries who are responsible for informed decisions.

Initiated in 1999 by 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.

Currently important applications of the Forum’s independent position include the support of corporate managers who wish to provide the leadership expected of them by responding to activist challenges with orderly reviews of issues relevant to long term investor interests.

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.

 

Note:  The author of the article below was encouraged to seek clarification of the Verizon spokesman's reported statement that "the company did not participate" in the Verizon Shareholder Forum, and was also informed that the company's management had in fact been responsive to past Forum communications and was expected to continue responding to the Forum's planned questions in the same way that the respond to all other investor inquiries.

For other reports and views relating to recent SEC initiative encouraging shareholder communications, see

 

Reuters, May 16, 2008 article

 

  Thomson Reuters

 

Companies shrug off shareholder e-forum idea


Fri May 16, 2008 9:56am EDT

WASHINGTON (Reuters) - Companies have largely ignored the Securities and Exchange Commission's call to create electronic shareholder forums, saying such websites are more trouble than they are worth.

Hyperdynamics Corp (HDY.A: Quote, Profile, Research) was one of the few to jump on the idea. The Houston oil company in December circulated a splashy press release that said it would reach out to investors by launching such a forum.

But it never materialized.

"They decided not to do it," said company spokesman Tony Schor. "Conceptually it's brilliant, but what ends up happening with these message boards is that they're filled with people with reasons to want the stock to go up and down."

The SEC in November encouraged companies to engage with shareholders online by adopting regulations that cleared up some liability questions about e-forums, but few of these sites have emerged.

A February survey by Thomson Financial found only 4 percent of 42 public companies surveyed planned to create a shareholder e-forum or were seriously considering it. Another 56 percent were not considering the idea, and 40 percent said they were only beginning to think about it.

E-forums have been slow to take off because corporate boards typically listen only to shareholders who hold large blocks of stock, said consultant Dominic Jones, who runs the IR Web Report. Such pension funds and hedge funds often meet with management behind closed doors.

"Directors just don't see the need to communicate with all their shareholders," Jones said.

Nor do the vast majority of shareholders communicate with their companies, at least in terms of casting votes for directors and corporate proposals at annual meetings.

In fact, voting by small investors actually fell sharply after the SEC tried in June to make the process easier by requiring companies to post proxy materials on the Internet.

Data released last month from proxy vote processor Broadridge Financial Solutions Inc (BR.N: Quote, Profile, Research) indicate the number of individual shareholders voting dropped more than 75 percent under the e-proxy initiative, to 4.6 percent.

MOVING INTO A NEW SPACE

Amerco Inc (UHAL.O: Quote, Profile, Research) is one of the few companies to launch an e-forum.

During its proxy season last summer, the parent of moving truck company U-Haul International set up a link from its main website to an e-forum that required users to create an account and log in with a password. Participation was "very modest," with fewer than 100 posts and few direct questions for management, said investor relations director Jennifer Flachman.

Still, Amerco plans to relaunch the site soon, with more publicity and direct involvement by company insiders.

"It kind of levels the playing field for those who might not be comfortable speaking up at an earnings conference (call) or annual meeting," Flachman said.

Amerco would like to change the image of such forums, she said, noting that traditional Internet chat rooms and message boards sometimes stray from company-related topics and are sprinkled with obscenities.

SEC Chairman Christopher Cox said in November that sites like Yahoo Finance message boards were missing "any meaningful connection to what actually goes on in the company."

The SEC envisioned companies sponsoring e-forums to gauge shareholder interest in certain issues, express management's views, and help investors form coalitions.

Such sites could "generate attention for sound proposals that could increase the value of share ownership," the commission said in a notice, "and they could filter out proposals not supported by other shareholders."

But some companies fear the agendas of anonymous posters.

Whole Foods Market (WFMI.O: Quote, Profile, Research) Chief Executive John Mackey posted anonymous messages for several years about then-rival Wild Oats Markets on Yahoo Finance bulletin boards. Mackey, writing under a pseudonym, said Wild Oats management "clearly doesn't know what it is doing" and that the company had "no value."

Whole Foods later acquired Wild Oats. The SEC conducted a probe into the postings, but took no further action.

Investment banker Gary Lutin, who has conducted issue-specific e-forums about Verizon Communications Inc (VZ.N: Quote, Profile, Research) (http://www.shareholderforum.com/vz/) and CA Inc (CA.O: Quote, Profile, Research) (http://www.shareholderforum.com/CA/), said it is difficult to open forums up to all shareholders while moderating them sufficiently.

"If you have an open (message) board, you get a lot of clutter," he said. The Verizon forum currently has links to news stories about the company, but no shareholder messages.

A Verizon spokesman said the company did not participate in Lutin's forum and declined to comment further.

Lutin said he had heard some executives express fear that e-forums could be costly to operate and make companies more vulnerable to activist hedge funds.

Amerco, however, is optimistic about such sites. "With this forum," Flachman said, "we think we're stepping into the present."

(Editing by Lisa Von Ahn)

 

 

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Reuters journalists are subject to the Reuters Editorial Handbook which requires fair presentation and disclosure of relevant interests.

 

 

 

 

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 has since been offering with the “Shareholder Forum” name, and we have asked Broadridge to use a different name that does not suggest our support or endorsement.