The Shareholder Forum for Fair Investor Access

Forum Home Page [see Broadridge note below]

 The Shareholder ForumTM`

Fair Investor Access

This public program was initiated in collaboration with The Conference Board Task Force on Corporate/Investor Engagement and with Thomson Reuters support of communication technologies. The Forum is providing continuing reports of the issues that concern this program's participants, as summarized  in the January 5, 2015 Forum Report of Conclusions.

"Fair Access" Home Page

"Fair Access" Program Reference


Related Projects 2012-2019

For graphed analyses of company and related industry returns, see

Returns on Corporate Capital

See also analyses of

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



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 of the 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 for 


long term investors to realize the intrinsic value of companies,


corporate managers to demonstrate responsible leadership, and


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 projects supporting the program for Fair Investor Access:


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


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


For related company-specific case examples,


Dell Inc.

investor rights to intrinsic value realization


Walgreen Co.

stock buyback policies



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,


"Fair Access" Program Reference

Forum Reports

Independent Reports

March 11, 2024
Direct Access
with Exemplary Companies:
Texas Instruments Incorporated

see also
Initiating 2024 Direct Access with Exemplary Companies


October 24, 2022

Investor Analysis


Enterprise Sustainability

see also

September 7, 2022

Inviting Views of Information

Needed by Investors for Decisions

About the Sustainable Use of Their Capital


November 12, 2020

Archived Video of Direct Access

Oshkosh Corporation

hosted by

CFA Society New York

see also

November 5, 2020

Direct Access Program


September 30, 2020

Shareholder Survey:

The New York Times Company

2020 Investor Interests


December 21, 2017

Reconsidering Appraisal Rights

for Long Term Value Realization


October 20, 2017

Concluding Refinements

of Methodology for

“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


June 5, 2014

Support for

Shareholder-Initiated Engagement


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


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

The Harvard Law School Forum

on Corporate Governance

November 12, 2022

Ning Chiu, Robert A. Cohen and Michael Kaplan of Davis Polk & Wardwell LLP

"Rare Court Decision in

Regulation FD Litigation

Highlights Risks of Calls with Analysts"



November 8, 2021

"Chamber of Conscience"


CFA Institute

September 25, 2020

"Short-Termism Revisited"


The Harvard Law School Forum

on Corporate Governance and

Financial Regulation

December 30, 2019

Matteo Tonello of The Conference Board and

Matteo Gatti of Rutgers Law School

"Board-Shareholder Engagement Practices"


The Harvard Law School Forum

on Corporate Governance and

Financial Regulation

November 26, 2019

Rick Wartzman and Kelly Tang,

Drucker Institute

"Measures of

Corporate Effectiveness and the

Management Top 250 Rankings"


The Wall Street Journal

November 15, 2019

Interview of Ira M. Millstein

"The Boardroom Sage Who Was Into Good Governance Before It Was Cool"


Chief Executive

August 20, 2019

Jeffrey Sonnenfeld, Yale University

"With ‘Stakeholder’ Edict,

Will Business Roundtable Catch Up

With CEOs?"


Millstein Center

at Columbia Law School

October 18, 2018

"Commonsense Principles of Corporate Governance 2.0"


Directors and Boards

June 7, 2018

"Buffett and JPMorgan's Dimon

Want to Ditch

Quarterly Earnings Estimates?"


Dow Jones MarketWatch

May 29, 2018

"How to select oil stocks?

Find companies that know how to handle money"


Directors and Boards

2018 First Quarter

"Shareholder Engagement: BlackRock, CalSTRS, among other investors, upping pressure on boards"



February 2, 2018

"Big Pay Packages Are a Powerful

Weapon for Activist Investors

  Shareholder votes have focused attention on the link between compensation and company performance.

Here's how hedge funds use executive pay as a lever."


Dow Jones MarketWatch

October 23, 2017

"Apple and Nike show that

stock performance is linked

to how CEOs invest money

• A measure called

return on corporate capital

is revealing — and there’s a free

investor tool for research"

see also

November 17, 2017

"Wal-Mart might finally be

a better investment than Amazon"


November 28, 2017

"Here’s a better way to screen for dividend stocks so you don’t get burned"


December 14, 2017

"How to find value amid

a boom in U.S. housing stocks"


Chief Investment Officer:

October 23, 2017

"In Depth:

Growth in Virtual-Only Meetings a Concern for Institutional Investors"



October 13, 2017

"Walmart's $20 Billion Buyback May Be Bid to Forestall Potential Activists"


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"



November 10, 2015


"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"



July 16, 2015


"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


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"


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"



August 6, 2013

"The Golden Age

Of Activist Investing"



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


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"


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"



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 was 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 purpose of this public Forum's program was 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 was 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 in 2012 in collaboration with The Conference Board and with Thomson Reuters support of communication technologies to address issues and objectives defined by participants in the 2010 "E-Meetings" program relevant to broad public interests in marketplace practices. The website is being maintained to provide continuing reports of the issues addressed in the program, as summarized in the January 5, 2015 Forum Report of Conclusions.

Inquiries about this Forum program and requests to be included in its distribution list may be addressed to

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.