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

Corporate Responsibilities for Issue Definition and Information Access

Discussions of the recently reported Forum policies for defining issues relevant to investor decisions[1] have raised questions about what should be expected of corporate managers, not only in the issue definition process itself but also in the related processes of providing information required to consider the issue. Since a subject company’s management must be relied upon as the primary source of information,[2] the integrity of issue definition processes – with or without Forum support – will necessarily depend on corporate board responsibilities for “engagement” with investors[3] and for minimizing manipulation by factional investor interests.[4]

Preliminarily, the questions about a corporate board’s responsibilities for informed consideration of issues may be summarized as follows:

1.

Director decisions

Each director has a fiduciary duty to exercise individual judgment about what will be in the best long term interests of the corporation. This duty of independent judgment requires being responsibly informed of investor interests, but does not allow compromising that judgment to accommodate the interests of any factional investor constituency.

How should boards manage constructive communications with investors to avoid actual or apparent compromises of director duties to the corporation?

2.

Investor decisions

Some communications by activists or others seeking support of an issue may confuse or mislead other investors. While a company and its directors may not have any responsibility to control the conduct of an independent investor, it is generally assumed that a company will actively monitor public reports to assure the integrity of information that may be relied upon for investment decisions.

How should a company’s board assure the reliability of investor decision-making information independently of any partisan advocacy or defense of its own positions?

Please offer your comments on these and any related considerations of either corporate or investor responsibilities for informed decisions. We are now trying to prepare a final program report of consensus views about marketplace requirements of fair investor access to decision-making information, and will appreciate your guidance.

GL – August 11, 2014

Gary Lutin

Chairman, The Shareholder Forum

575 Madison Avenue, New York, New York 10022

Tel: 212-605-0335

Email: gl@shareholderforum.com

 

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.