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: Court Rejects Obstruction

(June 23, 2001)

From: Gary Lutin
To: Distribution: Lone Star shareholders
Sent: Saturday, June 23, 2001 3:46 PM
Subject: Court rejects obstruction

 
Based on preliminary reports from the attorneys attending Friday's court hearing on the motion for preliminary injunction in Lone Star v. Adams, the judge rejected Lone Star management's efforts to obstruct proxy solicitation by independent director candidate Adams.
 
The court reportedly found no basis for management's allegations of either secret funding arrangements or fraudulent statements.  The only inaccuracies the judge found were two which had been identified by Adams himself, and previously corrected, both based on changes in information which had originally been correctly reported from then-current SEC filings.  (One related to the number of shares held by an investor supporting Adams, which was reduced by market sales after the original filing.  The other concerned calculations of executive compensation arrangements based on Lone Star's SEC reports of agreement terms, which Lone Star subsequently modified in response to communications with CalPERS.)  The court will be issuing an order for both sides to propose language for an additional filing to eliminate possible confusion about the changes between preliminary and final proxy filings, but has indicated that it will limit the clarifying filing requirement to electronic form to avoid the delays and costs of additional mailings.
 
It should be noted that this successful defense of shareholder rights was conducted pro bono by Chris Tayback of Quinn Emanuel Urquhart Oliver & Hedges, LLP, and was supported by letters from Cornish F. Hitchcock, representing the Amalgamated Bank Longview MidCap 400 Index Fund, and from Sarah A.B. Teslik of the Council of Institutional Investors.  (A copy of Mr. Hitchcock's letter was distributed on June 16th with the subject caption "Requested board attention to shareholder concerns."  Ms. Teslik's letter should be available on the Council's web site next week.)
 
                        GL - 6/23/01

 

 

 

 

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.