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Forum Report
Shareholder Voting
Recommendations of Proxy Advisory Firms
All four of the recognized U.S. proxy advisory firms have issued
reports recommending that their clients vote on May 29 in favor of the
proposed JPMorgan acquisition of Bear Stearns, applying policy concepts that
differed from the "Wall Street" views expressed by participants in the
Forum's May 14 open meeting hosted by the
New York Society of Security Analysts.
As previously reported, three of these firms stated that they
considered the negotiation process and value of the proposed transaction to
be unfair or improper, but nevertheless recommended voting for it in the
absence of any real alternative. Each has made its report available to
Forum participants:
The fourth advisory firm, RiskMetrics (formerly known as
Institutional Shareholder Services, or “ISS”), summarized the transaction
as a “scenario” in which a policeman had given someone until the next
morning to sell a house or have it taken away for nothing, but recommended
a favorable vote based on theories about what might happen if shareholders
rejected the proposal. (They did not reconcile this reasoning with their
recognition in another section of the same report that JPMorgan controls a
sufficient number of shares to assure approval of the transaction.)
RiskMetrics has not made its report available to Forum participants.
GL – May 23, 2008
Gary Lutin
Lutin & Company
575 Madison Avenue, 10th Floor
New York, New York 10022
Tel: 212-605-0335
Email:
gl@shareholderforum.com
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