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See related case examples of

Dell Inc.

appraisal rights for intrinsic value realization

and

Walgreen Co.

stock buyback policies

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For graphs of specific company and related industry returns, see

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

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Forum Report

Candidates for an Activist “Golden Goose” Analysis

Program objectives

Proposed candidates

Thanks to the many Forum participants who have offered suggestions of both examples to be observed and issues to be considered, we will be proceeding during the next few weeks with a review of candidates to select a case for the planned “golden goose” program.[*]

Program objectives

Observations of the past decade’s evolving shareholder activism, and especially its increasingly professionalized practice as a recognized asset management strategy competing for fund allocations, suggest that we focus on learning two things about its influence on capital allocation decisions:

1.      How each side addresses investor interests – We will want to be able to see how each side communicates with investors to understand their interests and win their support. The most professional activists and the most responsible company managers will be the best teachers of how this contest is played.

2.      Issues to be considered in company decisions and in investor decisions – We will need to be able to understand the important difference between (a) management decisions about corporate commitments to its enterprise and (b) investor decisions about portfolio commitments to the securities of that corporation. It will be most helpful if both the activist and the company’s management are able to address issues in terms that are relevant to each of those distinct fiduciary responsibilities, for the corporation’s general shareholder interests and for the fund manager’s specific situation interest.

Proposed candidates

We have been reviewing most of the publicly reported activist proposals that fit our general category of a “challenge to consider alternatives for immediate value realization of all or parts of the company.” In the context of our interest in learning from those with the most to teach, we have narrowed our focus on experienced professionals. These are some of the more popular candidates, alphabetically by activist:

  • Clinton Group (Taxin), targeting smaller companies such as Digital Generation, Wet Seal and now Stillwater Mining
  • Elliott Asset (Singer), echoed by its neighbor Sandell Asset (Sandell), pressing a classic bid-or-beat proposal for an immediate sale of Compuware
  • Icahn, most visible in a current proposal to sell Netflix and in a recently failed effort to buy or flip Ohskosh
  • Jana Partners (Rosenstein), following Ackman’s example to address Canadian targets with a public proposal to split Agrium
  • Pershing Square (Ackman), currently focusing on Procter & Gamble and lining up on Herbalife
  • Relational (Whitworth) in concert with its owner CalSTERS, proposing a spinoff of part of Timken
  • Starboard (Smith), following a recent round of fund-raising promotion to continue a policy of pressing value realization proposals on multiple targets that currently include Office Depot, Progress Software and Wausau Paper

Comments on these candidates and cases, and of course suggestions of others, will be appreciated to guide our progress with interviews and evaluations.

GL – December 21, 2012

Gary Lutin

Chairman, The Shareholder Forum

575 Madison Avenue, New York, New York 10022

Tel: 212-605-0335

Email: gl@shareholderforum.com


 

[*] Plans for this program were summarized in the second section of an October 25, 2012 Forum Report: Addressing Ultimate Investor Objectives:

Valuing Long Term Enterprise Success: a golden goose analysis

Many Forum participants have become interested in the controversies about long term and short term investment views based on concerns about ultimate investor value realization and capital allocation,[3] including fundamental questions about “shareholder value” concepts.[4] The issues have also been presented in very practical terms by the recent popularity of activist campaigns that call for selling, splitting or otherwise liquidating corporate assets as an alternative to long term investment in an enterprise – the proverbial question of how to best realize the value of a golden goose.

...What we need to get started is a good company example, and your suggestions of candidates will be appreciated. The company should be considered well managed as an enterprise, but presented with an activist challenge to consider alternatives for immediate value realization of all or parts of the company. Ideally, we would prefer an example in which the company actively supports the Forum’s independently moderated review of carefully defined issues to assure management’s understanding and effective response to investor interests.

 

 

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.