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.

 

 
COMPANIES & FINANCE INTERNATIONAL: Adviser asked to step into paper battle
Financial Times; May 15, 2001
By SCOTT MORRISON

Disgruntled shareholders of Willamette, the US forest products group targeted by Weyerhaeuser, have asked a corporate governance adviser to get involved in the bitter takeover battle between the two rivals, a move seen as increasing the pressure on Willamette's reluctant board.

The request comes after Willamette said last week that Weyerhaeuser's revised Dollars 5.5bn offer was still too low.

Weyerhaeuser's revised offer, which includes USDollars 1.7bn in assumed debt, was an attempt to break the six-month deadlock between the two US paper companies and bring its rival to the negotiating table.

Gary Lutin, an investment banker who now acts as a corporate governance adviser, said yesterday he would sponsor a shareholders' forum through which all Willamette shareholders would be able to share information and views with Willamette's directors.

But Mr Lutin said he was disappointed by the initial response from Duane McDougall, Willamette's chief executive.

Mr Lutin said he was told that Willamette's board did not want to hear alternatives to the recommendations provided by the firm's advisers.

Weyerhaeuser has said more than 50 per cent of Willamette's shareholders have accepted its bid. It was hoped that Willamette's board would be pressed to take into account pro-merger opinions voiced through the forum.

In a letter to William Swindells, chairman of Willamette's board, Mr Lutin said Willamette's defensive position precluded the kind of co-operative exploration that would normally lead to negotiations allowing Weyerhaeuser to increase its bid by 5-15 per cent.

It has been widely believed that Weyerhaeuser would increase its offer if Willamette agreed to negotiate.

Mr Lutin said the terms under which Willamette engaged Goldman Sachs - a USDollars 30m payment if there is no transaction by September 1, 2001 - created a significant financial incentive for the adviser to prevent or at least delay a combination.

Mr Lutin said he hoped for a resolution before next month, when Willamette shareholders are scheduled to vote for three new members of the company's nine-member board.

Weyerhaeuser has nominated three candidates and appears likely to win its bid to install its nominees on Willamette's board.

While that would not give Weyerhaeuser control of Willamette's board, it would create an embarrassing and difficult situation.

Mr Lutin said the shareholder vote would usher in a situation that would be "terribly destructive" for Willamette.

Willamette declined to comment yesterday.

 

Copyright: The Financial Times Limited
 

 

 

 

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.