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: Weyerhaeuser smells victory at Willamette
Financial Times; Jun 8, 2001
By SCOTT MORRISON

Weyerhaeuser, the US forest products group, said yesterday it seemed to have won its battle for representation on rival Willamette's board, increasing the chances of success for Weyerhaeuser's USDollars 7.2bn hostile bid.

However, Willamette, which has fiercely resisted the takeover, said the vote was too close to call and the results would not be known for two to three weeks.

The shareholder vote, held at Willamette's annual meeting, was seen as a crucial test of shareholder support for Weyerhaeuser's bid. The group has said it would walk away from the offer if it did not gain a foothold on Willamette's board.

Yesterday, however, Weyerhaeuser said that based on the number of proxies it had submitted to an independent election agency, it appeared that Willamette shareholders had elected the three director candidates nominated by Weyerhaeuser.

Observers noted that while Weyerhaeuser had submitted a certain number of proxies, the company could not know how many proxies submitted by Willamette might invalidate those provided by the other.

Weyerhaeuser has offered USDollars 5.5bn in cash as well as USDollars 1.7bn in assumed debt. Willamette has said it is not for sale, but officials have acknowledged they could negotiate if Weyerhaeuser raised its Dollars 50 per share offer.

Weyerhaeuser yesterday extended its offer until June 28, and said that as of Wednesday evening, Willamette shareholders had tendered and not withdrawn about 31m shares, or about 27 per cent of the group's outstanding shares. That appears to mark the lowest level of support for Weyerhaeuser's bid since the offer was first made in November.

For many observers, the nasty battle is a classic case of a company using US takeover laws to protect its independence, at the expense of its shareholders' interests. Gary Lutin, a former investment banker who has been trying to bring both companies together, said the close results indicate that neither company offered an alternative that provided clear benefits to shareholders.

"The board, whoever they now are, need to focus on shareholder benefits rather than pride," he said.

But Steven Rogel, the Weyerhaeuser chief executive who held the same position at Willamette, said he was confident the results would show that Willamette shareholders want an agreed transaction. Weyerhaeuser reiterated that it was willing to increase its offer if Willamette agreed to negotiate.

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.