Forum Home Page [see Broadridge note below]

 The Shareholder ForumTM`

Fair Investor Access

See related case examples of

Dell Inc.

appraisal rights for intrinsic value realization

and

Walgreen Co.

stock buyback policies

"Fair Access" Home Page

"Fair Access" Program Reference

For graphs of specific company and related industry returns, see

Returns on Corporate Capital

For graphs of specific company voting for the past 5 years, see

Shareholder Support Rankings

 

 

 
 

Public Interest Program

Forum Summary

Fair Investor Access

July 20, 2012

(updated February 26, 2013)

 

The Shareholder Forum is conducting this public interest program to establish consensus marketplace standards for improved investor access to decision-making information. Our objective is to define issues that both corporate managers and investors may consider in the development of new practices, applying the marketplace standards established by the Forum's recent “E-Meetings” program.[1]

The Forum program will be conducted with the following publicly open processes for establishing informed consensus support of key marketplace constituencies:

▪ Review of demonstration projects – reports of plans, tests and demonstrations of processes for investor access to corporate sources of decision-making information

▪ Proposals of standards for consideration – preliminary report of issues to be considered and proposed standards developed by members of the Program Panel, invited experts and other interested Forum participants

▪ Open meeting – publicly open exchange of Forum participant views concerning proposed standards and issues to be considered

▪ Report of consensus standards – final report of consensus standards established by Forum participants and a summary of any significant views not supported by apparent consensus, as approved by the Program Panel and with any comments submitted by its individual members

Two demonstration projects are planned, both addressing increasing academic and marketplace concerns with the requirements of fully informed investor decisions about proposals for immediate value realization in the context of long term investment objectives:

▪ an independent, peer-reviewed valuation report for the benefit of shareholders relating to the February 2012 management proposal to take Dell Inc. private[2]

▪ analysis of an activist proposal to sell, split or otherwise liquidate corporate assets as an alternative to long term investment in an enterprise, for a company to be selected[3]

Complementing this program's focus on the functional processes of corporate responses to investor information requirements, The Conference Board has initiated a "Task Force on Corporate/Investor Engagement" to address the "corporate governance" principles that concern many Forum participants. Two members of the Forum's Program Panel are actively involved in guiding the Task Force, and its plans provide opportunities for public comment prior to the presentation of policy recommendations in the second half of  2013.[4]

Participation in this Forum program is open, free of charge, to all marketplace decision-makers and the professionals who advise them, according to the Forum's standard Conditions of Participation.

 

Forum chairman:

Gary Lutin

Lutin & Company, 575 Madison Avenue, New York, New York 10022

Telephone: 212-605-0335

Email: gl@shareholderforum.com

 

Program Panel:

Barbara Blackford, Senior Advisor to the Governance Center and Reporter of the Task Force on Corporate/Investor Engagement, The Conference Board

Heather Brilliant, Vice President, Global Equity & Credit Research, Morningstar, Inc.; Director and Immediate Past Chairman, CFA Society of Chicago; Board Member, CFA Institute

*Margaret M. Foran, Chief Governance Officer, Vice President and Corporate Secretary, Prudential Financial, Inc.; Director, Occidental Petroleum Corporation; Member of the Business Council, American Bar Association; Trustee, SEC Historical Society; Member of Policy Review Board, The Shareholder Forum; Member of The Conference Board Task Force on Corporate/Investor Engagement

*James Kristie, Editor and Associate Publisher, Directors & Boards

Jeffrey D. Morgan, President and CEO, National Investor Relations Institute (NIRI); Member of the Individual Investor Advisory Committee, NYSE

*David A. Silverman, Managing Director, Blue Harbour Group; Chair, Corporate Governance Committee, New York Society of Security Analysts (NYSSA)

*Timothy Smith, Senior Vice President, Walden Asset Management, Boston Trust & Investment Management Company; Member of the Sustainability Advisory Board, Kimberly-Clark; Chair, Public Policy Committee of US SIF (f/k/a Social Investment Forum)

*Members of the Forum’s 2010 Program Panel for Electronic Participation in Shareholder Meetings (“E-Meetings”)

 


[1] See September 30, 2010 Forum Report: Standards for Fair Conduct of Shareholder Meetings Using Electronic Communications, and October 6, 2010 Forum Report: Survey of Investor Communication Priorities for Voting Decisions. It should be noted that the expanded use of currently available technologies to improve investor communications had been strongly encouraged by the 2010 program participants and was a significant objective of the current program, but that projects supporting the development of technology applications were suspended at the end of 2012 because of distractions associated with the consolidation of key service providers; see December 20, 2012 Forum Report: Adapting to a Consolidation of Communication Services.

January 5, 2015 Forum Report

Conclusions of Program for Fair Investor Access,

Responding to Activism

 

Concluding this program conducted in collaboration with a Conference Board Task Force on Corporate/Investor Engagement that developed "best practices" recommendations for corporate communications with shareholders, the Forum's report addresses the opportunities activism creates for 

Ø 

long term investors to realize the intrinsic value of companies,

Ø 

corporate managers to demonstrate responsible leadership, and

Ø 

policy makers to clarify fiduciary responsibilities concerning corporate capital.

 

Observations are summarized in the following sections:

Investing in enterprise value

Current conditions supporting professional activism

Confusion about responsibilities

 

See also

Returns on Corporate Capital ("ROCC")

graphs of 5 year company performance compared to its industry,

based on GAAP-defined financial results as reported by companies in SEC filings

and

Shareholder Support Rankings

graphs of perceived corporate leadership respect for investor interests,

based on 5-year record of shareholder votes in support of the company's executive compensation

 


 

Selected reports of the program's progress are presented below.

For a complete listing of distributed and referenced reports, news, research

and other information relevant to this program,

see

"Fair Access" Program Reference

Forum Reports

News Reports

June 14, 2017

Inviting Comments

on Proposed Definition of

“Returns on Corporate Capital”

 

June 6, 2016

Dell Decision Confirms

Foundations of Forum Support for Appraisal Rights

 

January 5, 2015

Conclusions of Program for

Fair Investor Access,

Responding to Activism

 

November 17, 2014

Completing the Definition

of Walgreen Buyback Issues,

and Considering the Example for

Fair Investor Access

see also subsequent

December 1, 2014

Walgreen Adoption of “Engagement”

in Response to Information Requests

and initial

October 23, 2014

Long Term Investor Interests in

Proposed Walgreen Stock Buybacks

 

August 11, 2014

Corporate Responsibilities for

Issue Definition and

Information Access

 

July 30, 2014

Supporting the Definition of Issues

to Be Considered by Investors

see also related

June 27, 2014

Preliminary Review of Objectives

for Investor Initiation of Issues

and

June 5, 2014

Support for

Shareholder-Initiated Engagement

and

May 21, 2014

Questions About

Shareholder-Hosted Meetings

of Shareholders

 

March 11, 2014

The Conference Board’s Task Force Definition of Responsibilities

for Investor Access

 

November 21, 2013

Invitation to SEC Conference for Revitalized Long Term Investment

 

October 14, 2013

Panel to Consider

Appraisal Rights Policies for

Long Term Investment

 

October 8, 2013

Provisions for

Dell Valuation Trust Support of

Marketable Appraisal Rights

 

July 26, 2013

Questions about Fairness

of Dell Voting Proposal

 

April 15, 2013

Dell Board Supports Investor Rights to Ask Questions

See also

April 3, 2013

Do Dell Directors Want Responsibility

for Investor Decisions?

 

March 15, 2013

Inviting Advice on Plan for

Independent Peer Review of

Dell Valuation

 

February 22, 2013

Progressing with Dell Example

of Responsibilities

for Investor Information

See also

February 15, 2013

Dell Example of

Supporting Management Responsibilities

for Investor Information

 

February 6, 2013

What Sources Should Investors

Rely Upon?

 

January 14, 2013

Reports of Shareholder Voting Data and Trends

 

December 21, 2012

Candidates for an Activist

“Golden Goose” Analysis

 

December 20, 2012

Adapting to a Consolidation of Communication Services

 

October 25, 2012

Addressing

Ultimate Investor Objectives

 

August 20, 2012

Responsibilities of Directors for Investor Communications

 

August 14, 2012

Project for Enhanced Earnings Calls

 

July 18, 2012

Winning Investor Support of

Long-Term Corporate Success

New York Times | Fair Game

March 31, 2017

"Meet the Shareholders? Not at

These Shareholder Meetings"

 

New York Times | Fair Game

August 12, 2016

"A Simple Test to Dispel the Illusion Behind Stock Buybacks"

 

New York Times | Fair Game

June 17, 2016

"How to Gauge a C.E.O.’s Value?

Hint: It’s Not the Share Price"

 

New York Times | Fair Game

March 25, 2016

"In Yahoo, Another Example of the Buyback Mirage"

 

MarketWatch

November 10, 2015

Opinion

"How to pick stocks that will outperform for the next 20 years"

 

Activism Monthly Premium

November 2015

"How to protect your deal from an activist"

 

New York Times | Fair Game

August 9, 2015

"Why Putting a Number to C.E.O. Pay Might Bring Change"

 

MarketWatch

July 16, 2015

Opinion

"What you can do about obscenely high executive pay"

 

New York Times | Fair Game

May 16, 2015

"Shareholders’ Votes Have Done Little to Curb Lavish Executive Pay"

 

Wall Street Journal

November 24, 2014

Opinion

Michael Dell

"Going Private Is Paying Off

for Dell

A year later, we’re able to

focus on customers and the long term,

rather than activist investors."

 

The New York Times | Fair Game

July 19, 2014

"Your Rights,

Buried in Paperwork"

 

The Deal

May 30, 2014

"Ackman pushes

unorthodox shareholder proposal"

followed by

June 2, 2014

"Ackman ditches referendum

and launches proxy contest"

See also

Wall Street Journal

May 28, 2014

"Lawmaker Raises Concerns to SEC

About Ackman's Allergan Referendum"

 

New York Times | DealBook

March 13, 2014

"Another Proposal to

Repair Relations Between

Boards and Investors"

 

New York Times | DealBook

 March 4, 2014

"A New Form of Shareholder Activism Gains Momentum"

See also

American Lawyer

March 5, 2014

"Appraisal Rights the Latest Tool for Yield-Hungry Hedge Funds"

 

New York Times | DealBook

January 22, 2014

"SkyBridge Capital’s Founder Sees Potential of Activist Investors"

See also

Institutional Investor | Alpha

January 30, 2014

"Activism Grows Crowded as the Rewards Remain Rich"

 

San Jose Mercury News | SiliconBeat

January 22, 2014

"Carl Icahn and associates increase Apple stake to more than $3 billion"

See also

Wall Street Journal

January 21, 2014

"Does IBM Love or Hate Itself?

Stock Buybacks Make Firms Look Attractive, but Also Deprive Them of Capital for Real Investment"

and

San Jose Mercury News

October 24, 2013

"Carl Icahn wants 'unprecedented' $150 billion stock buyback for Apple"

 

Washington Post

January 3, 2014

"Darden’s dilemma shows us bitter truths about boardroom behavior"

 

Financial Times

December 23, 2013

"Activist hedge fund managers get board welcome"

 

New York Times | DealBook

November 11, 2013

"Boardrooms Rethink Tactics to Defang Activist Investors"

See also

The Activist Investor Blog

November 12, 2013

"Are Directors and Executives Really This Obtuse?"

 

New York Times | Fair Game

October 12, 2013

"When the Stock Price Hides Trouble"

 

New York Times | DealBook

 August 30, 2013

"With Huge War Chests, Activist Investors Tackle Big Companies"

and video:

"Shareholders, Supersized"

 

Wall Street Journal

August 7, 2013

"Friendly Deals Get Testier"

 

Forbes

August 6, 2013

"The Golden Age

Of Activist Investing"

 

Top1000Funds

April 10, 2013

"Swiss referendum: funds’ headache or investor utopia?"

 

The Washington Post

March 12, 2013

"Dell rebuffs shareholder group seeking access to internal assessments that led to buyout"

For report of Forum response, see

Bloomberg

March 13, 2013

"Dell to Open Investor List to Southeastern Amid LBO Opposition"

and subsequent

New York Times | Fair Game

June 23, 2013

"For Dell Investors, a Safety Valve"

 

New York Times | Fair Game

February 24, 2013

"Dell’s Intentions Get a Hard Look"

See also subsequent

Bloomberg | View

March 3, 2013

"Michael Dell Isn’t

Trying to Pull a Fast One"

and

The Wall Street Journal | Deal Journal

March 7, 2013

"Dell Battle Could Linger Even With Icahn"

 

IR Magazine

Inside Investor Relations

January 29, 2013

"Social media fail to replace direct company contact"

 

Wall Street Journal

January 8, 2013

"Boards Cozy Up to Investors"

 

Financial Times

December 23, 2012

"Activist investors toast a banner year"

 

CNBC

November 20, 2012

"Does Shareholder Activism Accomplish Anything?"

 

IR Magazine

Inside Investor Relations

July 24, 2012

"This proxy season's mid-year trends

Investor engagement well ahead of annual meetings has substantially increased"

 

Compliance Week

March 15, 2011

"Dynegy Shakeup a Case Study in Shareholder Communications"

 

 

This Forum program is open, free of charge, to anyone concerned with investor interests in the development of marketplace standards for expanded access to information for securities valuation and shareholder voting decisions. As stated in the posted Conditions of Participation, the Forum's purpose is to provide decision-makers with access to information and a free exchange of views on the issues presented in the program's Forum Summary. Each participant is expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants.  It is a Forum rule that participants will not be identified or quoted without their explicit permission.

This Forum program was initiated to address issues and objectives defined by participants in the 2010 "E-Meetings" program relevant to broad public interests in marketplace practices, rather than investor decisions relating to only a single company. The Forum may therefore invite program support of several companies that can provide both expertise and examples of leadership relating to the issues being addressed.

Inquiries about this Forum program and requests to be included in its distribution list may be addressed to access@shareholderforum.com.

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.