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

 

 

 

 

To download a printable copy of this report, click here.

 

Forum Report: Fair Investor Access and SEC Support of New Communication Processes

 

Support for Shareholder-Initiated Engagement

The Pershing Square plan for a “referendum” vote of Allergan shareholders stimulated broad interest in the benefits of finding out how a company’s investors actually view a decision-making issue, and many observers were disappointed that the plan was abandoned rather than revised to satisfy the procedural requirements of professional investor communications.[1]

It must be reported that some observers have also expressed disappointment that the Forum has not done more to make the required communication processes readily available for shareholder-initiated meetings and polling. This is a valid criticism, especially considering the founding purpose of the Forum to provide open exchanges of views among investment professionals. We will therefore be developing new policies and relationships to satisfy this commitment.

The communication processes themselves should also be considered, of course. Although the Forum’s current practices are well tested, they may require adaptation to new policies and relationships. And beyond adaptations to support established Forum processes, we need to consider new processes. For example, in a recent letter to the SEC responding to a lawmaker’s concerns about the Pershing Square plan,[2] it was noted that this innovative “referendum” could be conducted viably by using the service provider that manages most proxy distributions to perform the required independent verifications of shareholder identity – the same process the Forum uses to assure the integrity of anonymous polling. The next time a shareholder wants a “referendum,” the Forum should be clearly available to support that initiative.

Your suggestions will be welcomed to guide the Forum’s responsible support of investor interests.

GL – June 5, 2014

Gary Lutin

Chairman, The Shareholder Forum

575 Madison Avenue, New York, New York 10022

Tel: 212-605-0335

Email: gl@shareholderforum.com


 

[1] See June 2, 2014 The Deal: "Ackman ditches referendum and launches proxy contest." From a subsequently filed transcript of the reported Valeant-Pershing Square conference call, this was the question an analyst presented (see transcript page 23, June 3, 2014, Valeant Pharmaceuticals International, Inc., SEC Form 425):

…on Wednesday you had mentioned that Allegan was dragging its feet and putting up some roadblocks to the referendum. How much did that factor into your decision to (pull) the referendum?

It seems like if we had the results from that it would send a pretty powerful message. Instead we just keep hearing from Allergan that none of their shareholders want the deal. We hear from you guys that Allergan shareholders want the deal and it seems like we’re not going to see any definitive votes for another month or two.

 

 

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.