Thursday, April 29, 2010

10 Ways a Company is Vulnerable to an Activist Shareholder

Wall Street Lawyer recently published an article on shareholder activism written by Keith Gottfreid and Barry Genkin, Partners with the law firm Blank Rome LLP.

From the article:
According to data collected by FactSet SharkRepellent, there were 137 proxy fights in 2009 compared to 125 proxy fights in 2008 and 108 proxy fights in 2007. Of the 137 proxy fights in 2009, 46 made it to a meeting or shareholder vote. In addition, in 2009, activist shareholders secured board seats at 26 companies, either as a result of a proxy fight or other form of activist campaign.
The article continues by addressing the top ten criticisms the authors have seen most often lodged against a board of directors, without regard to any ranking in frequency or importance, that relate to the board's composition, leadership, compensation and governance:
  1. Insufficient Level of Industry Expertise;
  2. Absence of Core or Necessary Competencies Among Board Members;
  3. Insufficient Level of Board Independence;
  4. Little or No Stock Ownership;
  5. Excessive Board Compensation;
  6. No Separation of the Chairman and Chief Executive Officer (CEO) Roles;
  7. Low Turnover Among Board Members;
  8. Failure to Heed the Will of Shareholders;
  9. Record of Supporting or Facilitating Its Own Entrenchment; and
  10. Failure to Hold Management Accountable.
Read the full article

Wednesday May 12, 2010 2:00PM (EST)

Summary: Each proxy season brings new shareholder activism trends that are important for every IRO and legal counsel to understand. Hear from a panel of experts on current issues and trends for this proxy season and beyond. In addition, hear about real life examples of shareholder activist situations from a leading proxy solicitation group executive and activism attorney and know what you can do to prepare your company in advance. The presentation is scheduled begin at 2.00pm to 3.00pm Eastern Time with a Question & Answer session to follow.

Click Here to Register