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.

 

 
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 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.