The Shareholder Forum

supporting investor interests in the use of their capital to produce goods and services


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 CFA Society of 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 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 shareholder engagement as well as 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: Weyerhaeuser smells victory at Willamette
Financial Times; Jun 8, 2001

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




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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.