Tuesday, May 25, 2010

The Shareholder Activism Report & Resource Portal


Special Proxy Season Promotion
May & June Only!
Includes a copy of the 400+ page report and access to the online portal for one year


The current political and regulatory environment is encouraging activism;
Activists are attracting fresh capital and searching for new investments;
 A more robust M&A market will prompt the next wave of activist demands;
 All types of investors are submitting shareholder proposals on compensation, succession planning, risk management and sustainability. 

    • Every activist investment filed with the SEC
    • Updated list of activist investors
    • Profiles and current investment positions for the top 50 activist investors (view a sample profile)
    • Analysis of every proxy contest in 2009 including activist demands, proxy advisory recommendations (i.e ISS and Glass Lewis), institutional shareholder votes, list of advisors to the company and activist during the campaign
    • Over 500 proxy contest documents available to download,  These include: DE220 demand letters; letters to and from management/board/activist; shareholder proposals for director nomination; investor presentations and "fight letters"; settlement agreements, etc... (view a sample proxy contest document)
    • Published articles relating to shareholder activism, including updates on regulatory and legal reforms during 2010 (view a recently published paper on shareholder activism)
    • Proxy advisory firm voting policies and revisions
    To download a brochure, click here

    Contact Timothy Concannon at The Conference Board to learn more and to schedule a free webinar showcasing The Shareholder Activism Resource Portal

    +1 212.339.0207

    Thursday, May 20, 2010

    CEO Succession Planning & Shareholder Activism

    "The paper is a must read for anyone interested in CEO succession and its implications for corporate governance and corporate performance."

    In October 2009 the SEC effectively removed the ordinary business exclusion defense used by companies reluctant to disclose their CEO succession process to shareholders.  The policy change heralds a new wave of corporate governance scrutiny, as regulators and shareholders increasingly focus on CEO succession practices.
    In its release the SEC reframes CEO succession as a risk management (and policy) issue and places its responsibility firmly in the boardroom. No longer can boards let management run CEO succession planning without tight oversight, including setting more specific standards and requirements, taking responsibility for results, and exercising discernable independence in the process.
    Hedge Fund Solutions and Egon Zehnder International recently co-authored a report for The Conference Board that examines this issue and its implications in some depth. We invite you to download a complimentary copy and learn how to prepare for the inevitable governance and activist scrutiny ahead. The paper analyzes the practical impact of the new SEC guidance, explain what shareholders need to know and why, and provide a straightforward guide on how to set up and manage CEO succession practices that satisfy stakeholder needs. 

    Download a complimentary copy
    Examining the Impact of SEC Guidance Changes on CEO Succession Planning

    Posted by Edward Ferris, a Partner with Hedge Fund Solutions

    Tuesday, May 11, 2010

    Improving Corporate Governance: A Memo to the Board

    Jack Brennan, Chairman Emeritus and Senior Advisor, The Vanguard Group, Inc. gave a speech on March 23, 2010 at Drexel University's Center for Corporate Governance Director Dialogue 2010: Outside Stakeholder View on Risk.

    (I was also a speaker at this event along with Scott Bauguess, Staff Economist, Securities & Exchange Commission Office of Economic Analysis; Pat McGurn, SVP US Corporate Governance Trends, RiskMetrics; James Dunigan, EVP and Managing Executive, PNC Financial Services Group; Don Chew, Executive Director, Morgan Stanley)

    The speech was captured in a May 10 WSJ Opinion piece and is worth reading in it's entirety.

    It is corporate proxy season, and one can expect the usual spate of stories about excessive executive compensation, lax directors and the failure of institutional investors to exert their influence over boards and management.

    As a participant in the corporate governance process for a large investment manager for more than 25 years, I will take a contrary view. Over the past quarter-century, the performance of corporate boards has improved markedly. Yet there's room to go.

    As one of the largest index fund providers in the world, Vanguard is, at a minimum, a 2% owner of just about every public company ...

    ...a few suggestions to keep corporate board improvement continuing:
    1. Know that you are the shareholders' first line of defense.
    2. Build value through mutual respect.
    3. Communicate.
    4. Measure your success
    5. Compensate yourselves in equity.
    6. Share your metrics.
    7. Hold yourselves accountable
    8. Establish an "owner's relations committee."
    The article is available here. 

    Posted by Damien Park, Hedge Fund Solutions