The Shareholder Forum

supporting investor access

for the informed use of capital to produce goods and services

 

The Shareholder Forum

Purpose

The Shareholder Forum provides all decision-makers – from the ultimate owners of capital to the corporate managers who use their capital, and all of the professionals in between – with reliably effective access to the information and views participants consider relevant to their respective responsibilities for the common objective of using capital to produce goods and services.

Access Policies

To provide the required investor access without regulatory constraints, the Forum developed policies and practices allowing it to function as an SEC-defined independent moderator. We also adopted well-established publishing standards to assure essential participant privacy and communication rights.

These carefully defined and thoroughly tested Forum policies are the foundation of our unique marketplace resource for clearly fair access to information and exchanges of views.

History

We have been doing this for more than two decades. The Forum programs were initiated in 1999 by the CFA Society New York (at the time known as the New York Society of Security Analysts) with lead investor and former corporate investment banker Gary Lutin as guest chairman to address the professional interests of the Society’s members.

Independently supported by Mr. Lutin since 2001, the Forum’s public programs – often in collaboration with the CFA Society as well as with other educational institutions such as the Columbia Schools of Business and Journalism, the Yale School of Management and The Conference Board – have achieved wide recognition for their effective definition of both company-specific and marketplace issues, followed by an orderly exchange of the information and views needed to resolve them.

The Forum's ability to convene all key decision-making constituencies and influence leaders has been applied to subjects ranging from corporate control contests to the establishment of consensus marketplace standards for fair disclosure, and has been relied upon by virtually every major U.S. fund manager and the many other investors who have participated in programs that addressed their interests.

Commitment

The Forum welcomes suggestions for its continuing support of fair access to the information needed by both shareholders and corporate managers.

Responding to the recent increases in investor engagement and activism, we have established a strong policy commitment to supporting corporate managers who wish to provide the leadership expected of them by assuring orderly reviews of issues. We will of course also continue to welcome the initiation of company-specific programs by shareholders concerned with the use of their capital to produce goods and services, and we naturally remain committed to addressing general marketplace interests in collaboration with educational institutions and publishers.

 

Forum Report: Requested Board Report of Responsibility for Litigation

(June 15, 2001)

From: Gary Lutin
To: Distribution: Lone Star shareholders
Sent: Friday, June 15, 2001 8:10 AM
Subject: Requested board report of responsibility for litigation

 
Copied below is the text of a letter sent yesterday to Lone Star's directors, requesting their report of actions taken to authorize and control the litigation initiated against an independent candidate for the board.
 
The lawsuit's defendant, director candidate Guy W. Adams, has made a motion to dismiss the case based on procedural grounds that the lawsuit should not be in Kansas City.  That motion is scheduled to be heard today.  It is my understanding that there are good grounds to question the Kansas City jurisdiction, but that the court's previous orders granting the company's demands for discovery make it less likely that the court would decide now to disrupt what it has allowed to proceed.
 
The company has filed a motion for a preliminary injunction, claiming that some of Adams' statements about management are false and that they suspect Adams has failed to disclose participants who are secretly funding his campaign.  Opposition papers are due on June 20th, and the motion is scheduled to be heard on Friday, June 22nd.  The Council of Institutional Investors is considering the preparation of an amicus brief, and if they proceed with it I will try to distribute information for any shareholders who may want to inform the court of their agreement or disagreement.
 
Please let me know if you want more information about the litigation, or copies of any related documents.
 
Attention to the litigation issues has naturally distracted me from the development of plans for the shareholder "forum."  I hope to have something to propose by early next week.
 
                    GL - 6/15/01
 

Text of 6/14/01 letter to members of Lone Star board of directors
 
[letterhead]
LUTIN & COMPANY
575 MADISON AVENUE, 10th FLOOR
NEW YORK, NEW YORK 10022
Telephone (212) 605-0335
Facsimile (212) 605-0325
 
June 14, 2001
 
By telecopier: 316/264-5988
 
Messrs. Fred B. Chaney,
Jamie B. Coulter,
William B. Greene, Jr.,
Clark R. Mandigo, and
John D. White
Lone Star Steakhouse & Saloon, Inc.
224 East Douglas, Suite 700
Wichita, Kansas 67202
 
To the members of the board:
 
    As you may know, some Lone Star shareholders are concerned about their access to information required for investment decisions, including their voting on matters to be presented at the company's annual meeting of stockholders scheduled for July 6, 2001.
 
    Reference is made on page 4 of the company's proxy statement to a director candidate, Guy W. Adams, and to litigation initiated by the company to prevent his solicitation of proxies.  I have reviewed the lawsuit's complaint and recent motion papers for a preliminary injunction, and I have also learned of your attorneys' unusually extensive discovery demands for confidential information from Mr. Adams as well as third parties, including a leading institutional shareholder, based on an asserted but unsupported suspicion that Mr. Adams is hiding secret financial backers.
 
    Leaving the legal issues of the company's litigation claims and processes to others, I address the Adams lawsuit only in the context of a corporate director's fiduciary duties.  To assure shareholders that you are effectively protecting their rights to be informed and to vote, please report (a) all actions taken by the board to authorize the initiation and continued conduct of the Adams litigation, and (b) the controls that have been established for independent, non-partisan oversight of the litigation.
 
Very truly yours,
/s/
Gary Lutin

 

 

 

Inquiries, requests to be included in email distribution lists, and suggestions of new Forum subjects may be addressed to inquiry@shareholderforum.com.

Publicly open programs of the Shareholder Forum are conducted for free participation of all shareholders of a subject company and any fiduciaries or professionals concerned with their decisions, according to the Forum’s stated "Conditions of Participation." In all cases, each participant is expected to make independent use of information obtained through the Forum, and participation is considered private unless the party specifically authorizes identification.

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 had been offering for several years with the “Shareholder Forum” name, and we have asked Broadridge to use a different name that does not suggest our support or endorsement.