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.

Completed Public Programs

This page provides links to sections of the Shareholder Forum website for the publicly open programs that were conducted from 1999 to 2015 to address marketplace interests, listed by categories of issues addressed and showing the year of initiation. (Information about private programs can be provided upon request.)

For the public education programs conducted during 1999-2001 with the New York Society of Security Analysts (NYSSA) (now renamed CFA Society of New York) using case examples of investor interests in Amazon.com, Chesapeake-Shorewood Packaging, Dun & Bradstreet and National Presto, see NYSSA Forum Cases.

Marketplace Policies Supporting Shareholder Interests

Determination of Investor Interests

Executive Compensation Issues

Restoring Order

Value Enhancement Opportunities

 

 


 

 

Marketplace Policies Supporting Shareholder Interests

 

Publicly open programs convening key decision-making constituencies

and influence leaders to establish marketplace standards supporting

informed shareholder decisions

 


 

Fair Investor Access

a collaborative project with

The Conference Board

Task Force on Corporate/Investor Engagement

(2012-2015)


Initiated to establish practices supporting a previous program's

identified corporate and investor communication interests

with Thomson Reuters support of communication technologies,

the program was repeatedly expanded

to address a broader range of developing marketplace interests in

shareholder engagement and professionalized activism.

For projects conducted in conjunction with this program

to support both investor and corporate interests in

reliable analytical data for shareholder decisions, see

Returns on Corporate Capital ("ROCC")

and

Shareholder Support Rankings

The Forum is providing continuing reports of the issues

that concern this program's participants, as summarized  in the

January 5, 2015 Forum Report of Conclusions.

 


 

 Electronic Participation in Shareholder Meetings

(2010)


The program established marketplace standards

for the fair and orderly conduct of shareholder meetings

with newly enabled electronic participation,

encouraging use of the "E-Meetings" technologies

to expand rather than constrain investor access.

 


 

See also earlier public interest programs summarized below

addressing broader policy issues concerning executive compensation:

Reconsidering "Say on Pay" Proposals

(2008-2010)

and

Options Policies

(2006-2008)

 


 

For the public interest program addressing fair access to investment information

during the initial period of Forum support by the New York Society of Security Analysts,

leading to the establishment of the SEC's Regulation FD and Regulation G,

see

Performance Analysis & Information Standards ("PAIS")

(2000)

 

 


 

 

Determination of Investor Interests

 

Special Project

for Shareholders of

Siemens AG

(2010)


 Survey of the company's investors to determine what information they needed to vote for a settlement of claims against former directors and for Germany's new "Say on Pay"


This project was conducted in cooperation with the Forum's independently managed German affiliate, Aktionaersforum AG.

Special Project

for Shareholders of

Walgreen Co.

(2014)


 Review initiated by shareholders concerned with activist pressure to initiate stock buybacks.


This project was suspended when the company's management discontinued its support of the review, instead agreeing to appease the activist demands.

 

Special Project

for Shareholders of

The

New York Times

Company, Inc.

(2020)


 Survey of the company's shareholders to determine investor interests in specific elements of the company's profitable publishing model, and to provide a base reference applicable to competing investor views of other publishing companies.

 

 

For surveys of broader investor samplings conducted as part of public interest programs, see:

 

December 14, 2009

Investor Voting Criteria

for Compensation Issues


October 6, 2010

Investor Communication Priorities

for Voting Decisions

 

 


 

 

 


 

Marketplace Practice Programs

Options Policies

(2006-2008)

 A cooperative marketplace process

to develop commonly accepted principles for

the authorized use of shareholder capital in

equity-based compensation.


Included the 2006-2007 special project

addressing proposals of "Advisory Voting"

on executive compensation ("Say on Pay")

Reconsidering

"Say on Pay" Proposals

(2008-2010)

Considering how recently proposed policies

for advisory voting on executive compensation

might serve the public interest in enterprise

competition and capital allocation.


See also the 2010 public interest program

addressing related communications issues:

Electronic Participation in Shareholder Meetings

 


 

Company-Specific Program

Forum Program

for Shareholders of

Verizon Communications

(2007)

Analyzing Management Confidence in Strategies

 Learning how executive compensation

relates to business performance targets as

a means of determining management's view

of probabilities

 

 

 


 


 Examining alternative terms by which a creditor

can assume control of an insolvent company,

fairly and without crisis-generated suspensions

of marketplace rules


The Bear Stearns Companies, Inc.

(2008)

 

 


 

Value Enhancement Opportunities

The cases below were selected to demonstrate the processes by which investors, acting independently in a common interest, can influence value enhancing changes in corporate governance.

 

 

 

Establishing Corporate Integrity


 Monitoring management corrective actions

required to reduce enterprise risks and

associated stock pricing discount


Computer Associates International

(2004)

See also the

2001 CA Forum Program

 


 

Independent Analysis of Proposed Merger


Providian Financial Corporation

(2005)

Special project addressing need for

independent sources of information that

will be relied upon for investor decisions


Dell Inc.

(2013-2017)

Special project supporting statutory rights

of minority shareholders to realize

independently appraised fair value

of capital investment

 


 

Replacing Unresponsive Directors


Demonstrating new means of

winning support for the replacement of directors

who fail to respect shareholder interests


Lone Star Steakhouse

(2001)


Willamette Industries

(2001)


HC2 Holdings, Inc.

(2019)

 


 

Resolving Competing Shareholder Interests


Satisfying commitments to shareholder

constituencies with differing investment objectives


North State Telecommunications

(2010)

 


 

Rights of Public Investors

in Family Controlled Companies


 Addressing value enhancement opportunities

associated with a controlling shareholder's

responsiveness to public investor interests


Farmer Bros. Co.

(2002)


Crowley Maritime Corporation

(2004)


Telephone and Data Systems

(2008)


Dover Motorsports

(2009)

 

 

 

 

 

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.