The Shareholder Forum

supporting investor interests in long term enterprise value

 

Purpose & History of Services

The Shareholder Forum

The Shareholder Forum supports investor interests in corporate enterprise value with services that require independence – and that may benefit from the Forum’s network resources and recognition for advocacy of long term investor interests – to assure a definition of relevant issues and fair access to information that can be relied upon by both corporate and investor decision-makers.

The policies that provide a foundation for the Forum’s marketplace functions have been carefully developed and tested to allow any investor to participate in its communications, either anonymously or visibly, without acting in concert. Established originally to accommodate professional fund managers, this independent moderator function has proved to be consistently effective in managing orderly processes of issue definition for rational analysis by fiduciaries who are responsible for informed decisions.

Initiated in 1999 by 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 its members, and independently supported by Mr. Lutin since 2001, Forum programs have achieved wide recognition for their effective definition of important issues and 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.

Currently important applications of the Forum’s independent position include the support of corporate managers who wish to provide the leadership expected of them by responding to activist challenges with orderly reviews of issues relevant to long term investor interests.

Requests for Shareholder Forum consideration of support may be initiated confidentially by any investor or by the subject company, or by the professional advisors to either.

 

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