The Shareholder Forum

supporting investor interests in long term enterprise value

 

Investor Sponsored Forum Programs

Replacing Unresponsive Directors

 

 

Two cases were selected in 2001 to demonstrate the processes by which investors, acting independently in a common interest, could replace directors who were unresponsive to shareholder concerns:

 

Lone Star Steakhouse


Willamette Industries

 

The successes of independent investor efforts in both cases established the feasibility of value enhancement practices in the current marketplace.

Summaries and selected records of both Forum programs are presented below. 

 

 


 

 

Forum History: Lone Star Steakhouse & Saloon, Inc. (“STAR”)

      Responding to widely reported shareholder dissatisfaction with the company’s management, an analyst with a $40,000 budget and an interest in starting a new career as an activist fund manager nominated himself for the board seat of Lone Star’s founder CEO.

      The Forum program was initiated in June 2001 to address investor concerns about management’s use of litigation and other tactics to stop the dissident’s campaign.  The stated purpose of the Forum was to support shareholder rights to make informed decisions about the alternative board candidates, without endorsing either one.

      Forum communications provided investors with a free and open exchange of information, unconstrained by management litigation and without conventional proxy contest expenditures.  At the July 2001 annual meeting, the founder CEO lost his board seat with 56% of the votes cast in favor of the neophyte activist.

Selected records (listed chronologically):


* See also The New York Times, July 20, 2001, "Analysts' Group Halts Forums on Companies"

 

 


 

 

Forum History: Willamette Industries, Inc. (“WLL”)

      A Forum program was initiated in May 2001 to address increasing investor concerns about Willamette management’s personal biases in refusing to reasonably consider a proposed business combination with Weyerhaeuser.

      A Weyerhaeuser slate of director candidates won a close contest for the third of Willamette’s classified board seats that was up for election at the June 2001 annual meeting. Management nevertheless continued to refuse explorations with Weyerhaeuser until mid-December 2001, when Willamette announced it was negotiating a strategic asset transaction that would block the proposed Weyerhaeuser combination.

      Two Forum participants responded to management’s continued obstructive tactics with litigation. Another stated its intent to nominate director candidates for the next annual meeting, so that shareholders would be assured the opportunity to elect dissidents to another third of the board and thus secure a majority even if Weyerhaeuser abandoned its effort.

      Within weeks of the independent shareholder actions, in January 2002, Willamette management capitulated and agreed to a Weyerhaeuser combination that allowed Willamette shareholders to realize the $6.1 billion value of their company.

Selected records (listed chronologically):

 

 

 

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.