Resurgence of Activism Could Have Impact on M&A in 2010

LONDON — Shareholders in Europe are getting more demanding, a sign they have regained their moxie after a bruising downturn.

In two recent cases here, shareholders have spurned company-backed takeover offers. In another, they agreed to sell a company against its board's wishes. And in a purer example of so-called shareholder activism, hedge fund Jana Partners LLC built a stake in TNT NV and now plans to push for major changes at the big Dutch mail company.  Earlier this month, public investors in Dragon Oil PLC voted down an offer for their shares from an Arab suitor, even though the ...

Full Article at The Wall Street Journal

Activist Conference Update

DealFlow Media has updated their agenda and speaker list for the January 21-22 activist conference in NYC.
Click here to review.

November Activist Investments - 47 Companies Targeted

Below is a summary list of 47 companies targeted by 49 shareholder activists during November.

This information was extracted from Hedge Fund Solutions' Catalyst Equity Research Report(TM), a free in-depth weekly research on activist investments.

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This report is sponsored by a number of firms with expertise in the activist investing space.

Investment Banking:
SSG Capital Advisors

Legal Advisers:
Olshan Grundman Frome Rosenzweig & Wolosky
Schulte Roth & Zabel
Lowenstein Sandler

Proxy Solicitors:
Georgeson
Innisfree M&A
MacKenzie Partners
Laurel Hill Advisory Group
The Altman Group

Ticker	Company	Investor
ADPT	Adaptec. Inc.	Steel Partners
AEPI	AEP Industries	KSA Capital
AGYS	Agilysys Inc	MAK Capital One
BKS	Barnes & Noble Inc	Ronald Burkle
CITZ	CFS Bancorp Inc.	Financial Edge Fund LP
CLCT	Collectors Universe	Marlin Sams Fund
CNO	Conseco Inc.	Paulson & Co
COBR	Cobra Electronics Corp	Timothy Stabosz
CWLZ	Cowlitz Bancorporation	Crescent Capital
DEST	Destination Maternity Corporation	Crescendo Partners
DGTC.OB	Del Global Technologies	Steel Partners
DVD	Dover Motorsports	Marathon Partners
EDAC	Edac Technologies Corp	Resilience Capital
EQS	Equus Total Return, Inc.	Sam Douglass
FCM	First Trust/Four Corners Senior Floating Rate Income Fund	Bulldog Investors
FFHS	First Franklin Corp	Lenox Wealth Management
FGF	SunAmerica Focused Alpha Growth Inc	Bulldog Investors
FGF	SunAmerica Focused Alpha Growth Fund, Inc.	Bulldog Investors
FGI	SunAmerica Focused Alpha Large-Cap Fund, Inc.	Bulldog Investors
GLA	Clark Holdings, Inc.	Cherokee Capital Management
GRNB	Green Bankshares, Inc.	Scott Niswonger
GSIG.PK	GSI Group	Stephen Bershad
GSIG.PK	GSI Group	JEC II Associates LLC
IMMR	Immersion Corp	Ramius Capital
IPCS	iPCS, Inc.	Greywolf Capital Management
JTX	Jackson Hewitt Tax Service Inc.	Discovery Capital
KONA	Kona Grill Inc	BBS Capital Management
LEGC	Legacy Bancorp Inc.	Sandler O'Neill Asset Management
LNY	Landry's Restaurants Inc.	Pershing Square Capital
MACE	Mace Security International Inc	Lawndale Capital
MEG	Media General Inc	GAMCO Investors
MGYR	Magyar Bancorp Inc.	Financial Edge Fund
MYE	Myers Industries Inc	GAMCO Investors
OMPI	Obagi Medical Products	Discovery Group
ORCC	Online Resources Corp	Tennenbaum Capital Partners
OSTE	Osteotech Inc.	Kairos Partners
PLFE	Presidential Life Corp	Herbert Kurz
PTEC	Phoenix Technologies	Ramius Capital
PTFC.PK	Penn Traffic Co	Foxhill Opportunity Fund
SONA	Southern National Bancorp of Virginia Inc	Patriot Financial Partners
SRO	DWS Rreef Real Estate Fund, Inc	Susan Ciciora Trust
SSTI	Silicon Storage Technology Inc	Lloyd Miller
TICC	TICC Capital Corp	Raging Capital Management
TRA	Terra Industries Inc	CF Industries Holdings
TXCC	Transwitch Corp	Brener International Group
UAHC	United American Healthcare Corp.	Strategic Turnaround Equity Partners
UAHC	United American Healthcare Corp	John Fife
USAT	USA Technologies Inc.	Brad Tirpak; Craig Thomas
WWVY	Warwick Valley Telephone Co	Santa Monica Partners

SEC Votes to Expand Disclosure on Risk, Compensation and Governance

In particular, the new SEC rules require disclosures in proxy and information statements about:

• The relationship of a company's compensation policies and practices to risk management.
• The background and qualifications of directors and nominees.
• Legal actions involving a company's executive officers, directors and nominees.
• The consideration of diversity in the process by which candidates for director are considered for nomination.
• Board leadership structure and the board's role in risk oversight.
• Stock and option awards to company executives and directors.
• Potential conflicts of interests of compensation consultants.

The new rules, which will be effective Feb. 28, 2010, also require quicker reporting of shareholder voting results.
Click here to read the SEC's press release and to watch a video of Chairman Schapiro discussing the proxy enhancements.

Click here to download the Final Rule: Proxy Disclosure Enhancements (.pdf format)

Roy Disney, co-founder of Shamrock Activist Value Fund, Dies at 79

Roy Disney, Chairman of Shamrock Holdings dies at 79.  Click here to read the NY Times article.

About Shamrock Activist Value Fund
The Shamrock Activist Value Fund is one of five investment funds managed by Shamrock Capital Advisors, which has approximately $1.5 billion in capital in funds that specialize in private equity, real estate, and public equities. The Shamrock Activist Value Fund is a deep-value oriented fund that focuses shareholder activism through taking a meaningful stake in companies that would allow it to promote best corporate governance practices as well as strategic, structural, financial and operational improvements. The fund tends to be relatively concentrated, with 9-12 holdings at a time. As of September 30, 2009, Shamrock Capital Advisors had approximately $537 million invested in 10 publicly traded equities.

Board-Shareholder Communications: Sharon Merrill Assoc.

Earlier this month Maureen Wolff-Reid, President & Partner at IR consulting firm Sharon Merrill Associates, wrote an interesting piece on Board-Shareholder communications.

Excerpt from the posting:
At a minimum, companies need to develop a board-shareholder communications policy and method for flagging the inbound shareholder inquiries that should be elevated to the directors themselves. The screening process usually involves two key questions: Does the investor have a significant position in the stock? And, is the matter more appropriate to be handled by the investor relations officer or another member of management?

To read the complete post, go to Sharon Merrill's blog, The Podium.

Wachtell Lipton issues annual client memo "Some Thoughts for Boards of Directors in 2010"

WLRK has issued their annual thought piece of issues and challenges for boards to consider in the upcoming year. The comprehensive client memo titled, "Some Thoughts for Boards of Directors in 2010" is authored this year by Marty Lipton, Steven Rosenblum and Karessa Cain.

Excerpts from the publication:

While corporate governance activists have been agitating for a number of years - in many cases with substantial success - these efforts have exponentially multiplied and accelerated. Reform proposals have recently been advanced across a full spectrum of legal avenues, including new and proposed federal legislation and regulations, SEC rule-making, amendments to state corporation laws and stock exchange rules, court decisions, policy recommendations from non-governmental organizations and shareholder proposals. Initiatives range from advocating enhanced disclosure obligations to calling for more fundamental changes in the structure and authority of the board, and address topics that include shareholder proxy access, majority voting, discretionary broker voting in director elections, risk management, say-on-pay and other executive compensation policies, the separation of chairman and CEO roles, annual director elections and disclosures about the company's board and leadership structure.

Within the note the authors pointed to ten Key Issues Facing Boards in 2010.
They include:

1. Executive Compensation
2. CEO Succession Planning
3. Risk Management
4. Long-Term Value v. Short-Term Gain
5. Takeover Defense
6. Separation of Chairman & CEO Positions
7. Director Elections
8. Communications with Shareholders
9. Shareholder Proposals
10.Competition in the Global Market

The full memorandum is available for download on the Harvard Law School Forum on Corporate Governance and Financial Regulation Blog.

Links to some previous thoughts...
Some Thoughts for Boards of Directors in 2009
Some Thoughts for Board of Directors in 2008