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: Issues to Be Addressed

(July 5, 2001)

From: Gary Lutin
To: Distribution: Lone Star Forum
Sent: Thursday, July 05, 2001 9:11 AM
Subject: Issues to be addressed

 
In response to my June 29th letter inviting both candidates to participate in the Lone Star Forum, the challenger Guy W. Adams offered to provide any information requested to help shareholders decide how to vote and, if elected, to participate fully in the Forum program.  I've received no reply from the management candidate, company CEO Jamie B. Coulter.  Management has refused to respond to repeated information requests, and the company's lawyer withdrew from the communications he invited after I responded to his information requests.
 
Whichever candidate wins the vote at tomorrow's meeting, the Forum's programs should be developed to monitor the performance of Lone Star's board during the next year.  These may include analyst workshops, shareholder surveys, open meetings, expert panels, management interviews or other activities to focus on issues relating to the achievement of potential value enhancement opportunities in excess of $18 per share:
  1. Strategic alternatives:  define and evaluate alternatives suggested by management or others, determine levels of shareholder support for proposals.
  2. Investor information:  assure director responsibility for provision of reliable information required by investors, correction of any misleading information.
  3. Voting rights encourage board definition of policies for fair and open presentation of alternatives to be considered by shareholders, with equal treatment of legitimate costs (either borne by all candidates, themselves, and by volunteer contributors, or all candidates and volunteers reimbursed equally by company so that indirectly borne by all shareholders, ratably).
  4. Takeover defensesdetermine requirements for deterrence of exploitive raids, without discouraging legitimate strategic initiatives or depriving shareholders of property rights.
  5. Compensation:  provide executives with appropriate incentives for competitively superior management of shareholders' assets.
The Forum will use this case to examine the responsibilities of directors as well as shareholders, themselves, to protect essential investor rights.  We'll have the opportunity to see what works and what doesn't work in the interactions among management-aligned directors, a professional investor who decided to nominate himself for the board, a couple of activist institutional investors, a few dozen professional investors with positions in Lone Star stock, and the Forum's representatives or other participants.
 
Any suggestions and comments will of course be appreciated, now and as the Forum evolves during the next year.
 
                    GL - 7/5/01

 

 

 

 

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.