NYSSA's Corporate Governance & Shareholder Rights Committee
for Corporate Governance initiated a program of “Forum” case studies in
1999 to focus investor attention on the practical analysis of value
enhancement opportunities associated with corporate governance and control
Each Forum is intended to illustrate different issues,
addressing three essential “governance” questions to be considered by an
Use of assets: Is management making the best use of
corporate assets for the benefit of the owners, measured in terms of
Board qualifications: Can existing or proposed members of
the board be relied upon to establish strategic goals and monitor the
performance of executive officers?
Shareholder rights: Do shareholders have the available means
and effective ability to exercise their rights?
Procedures and conditions of participation are defined
specifically in each case to assure a fair and open forum for the
presentation of all relevant views, and to provide NYSSA volunteers an
opportunity to demonstrate the applications of professional analytical
Gary Lutin has been a co-sponsor and adviser of each of
the Forums shown below.
National Presto Forum: Value of Corporate Governance Actions
Status: Research and analyses completed April 1999; Forum Reports
released by NYSSA December 1999 with revised analyses of NYSSA members,
and statements of National Presto management. As of October 2000:
shareholder lawsuit for breaches of directors' duties had been dropped in
response to demand for bonding of potential costs under Wisconsin law;
reported SEC investigations of requirements for registration as Investment
Company remained unresolved; stock price declined to less than value of
cash reserves. Continued monitoring to be reported. Continued monitoring
to be reported.
FORUM REPORTS (In *PDF
Dun & Bradstreet Forum: Strategic Alternatives
Status: Forum suspended January 2000, pending further developments,
in response to change in D&B management position to accommodate
shareholder demands; company satisfactorily implemented plan to split into
independent D&B and Moody's units.
Amazon.com: Responsibility for Investment Information
Status: Participants in July 2000 open meeting, including
Amazon.com Treasurer, supported establishment of a "Performance Analysis
and Information Standards Panel" to develop new standards for
communications between analysts and the companies they cover; November
2000 workshop unable to obtain sufficient information from Amazon to
clarify company’s reports of "pro forma" cash flows and other performance
metrics; Amazon management declined participation in February 2001 meeting
and failed to respond to requests for information supporting their public
representations; April and May 2001 meetings scheduled to hear positions
of board candidates.
(dated June 29, 2000)
Analysis and Information Standards ("PAIS") Panel
Workshop for Analysts: November 14, 2000 Meeting
for Analysts: December 7, 2000 letter to CEO Bezos encouraging audit
committee review of Amazon responses to information requests (included)
Workshop for Analysts: Amazon Response References
Credit Analysis (Ravi Suria, dated February 6, 2001 - in PDF Format
28, 2001 Meeting: Foundations of Differing Analyses
Presentation: Credit Manager Persepective (February 28, 2001)
8, 2001 letter requesting Amazon board responses
2001 Letter to Amazon Board of Directors
April and May
2001 Meetings: Shareholders Consider Director Candidates
1, 2001 Letter to Director Candidates
NYSSA is proud to provide a forum for analysis and debate on issues
relating to corporate governance and shareholder rights. The matters stated
by participants do not necessarily represent a consensus of beliefs, and
they do not constitute statements by NYSSA.
NYSSA makes no representation concerning the accuracy, completeness or
timeliness of information conveyed by speakers in meetings or by authors in
written communications. The speakers and authors are solely responsible for
the content of their presentations.
Meaningful discourse often involves discussion among persons who flatly
disagree with each other. NYSSA believes it can accomplish more by providing
a forum receptive to divergent views than by endorsing one side of an issue.
NYSSA urges all listeners and readers to participate actively in the
analysis and debate, to question the correctness of statements that are
made, and to reach their own independent conclusions.
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