Archive for April, 2008

Capital markets are proxy-fight friendly: Part II

With both Microsoft and Blockbuster exhibiting extreme patience with their acquisitions attempts, it’s worth looking at the root cause.
Namely, it’s the lack of other possible buyers.  The turmoil in credit markets has stripped much of the power away from private equity firms, who have dominated the M&A landscape for much the last three years.
Meanwhile, lean-pocketed strategic […]

Capital markets are proxy-fight friendly: Part I

This week saw both Microsoft and Blockbuster stand firm on their acquisition bids for Yahoo and Circuit City, respectively.
Despite Yahoo’s strong quarterly results, Microsoft maintained its current bid, even hinting that it may drop its bid entirely.  Great negotiating tactic, if you can get the target to believe it.
Microsoft’s Steve Ballmer is pretending to be […]

Yahoo delivers no surprises

As expected, Yahoo announced strong results on yesterday’s conference call (see Reuters) and laid out a detailed strategic plan for future growth (see NY Times).
Honestly, it sounded as if the strategic plan presented was simply another in the long line of Yahoo’s grand plans that sound great but fail in the end to deliver.  In fact, […]

Spin, spin, spin: Yahoo reports today

If Yahoo’s internal finance team has ever been pressured to cook the books / squeeze the green / find money where there is none, today is the day.
Yahoo will report earnings at 5pm EST today.  To stave off elimination in this Proxy Survivor game, Yahoo must come up with some big numbers, strong guidance, and […]

Death to broker votes

Kudos to CtW Investment Group for bringing the issue of broker votes back to the forefront with their well-publicized letter to SEC Chairman Christopher Cox (read it here).
Long known to create a mighty conflict of interest for any brokerage firm trying to win corporate investment business, broker votes go against the grain of every major piece of financial […]

Broc has his say on “Say on Pay”

Our friend Broc Romanek at CorporateCounsel.net writes an excellent post, breaking down each presidential candidate’s feelings on executive compensation.
Most importantly, Broc let’s us know how divided he personally is on the issue, detailing the following pros and cons:

CON: Compensation is a board task.  Leave it to them.
CON: Say on Pay gives RiskMetrics (formerly ISS) even more clout.
CON: […]

Shareholder proposal seeks to limit shareholder proposals

No, there is no typo in this post’s title.
Kudos to Michelle Leder over at Footnoted.org for highlighting this shareholder proposal gem, the first of 17 shareholder proposals listed in Exxon Mobil’s proxy statement:
“Resolved: That the Company amend its bylaws to no longer permit shareholders to submit precatory (non-binding or advisory) proposals for consideration at annual shareholder meetings, […]

Icahn, Wattles weigh in behind Blockbuster

Blockbuster shareholder Carl Icahn has indicated that he will provide any financing required for Blockbuster to purchase electronics retailer Circuit City.
And Circuit City dissident shareholder Steve Wattles, who is currently waging a proxy fight vs. Circuit City’s management, has told Reuters that any bid above $6/share (representing a 54%+ premium) “looks attractive”.
Meanwhile, Blockbuster’s shares are down 16% in […]

Circuit City under seige: second proxy fight arises with Blockbuster bid

Circuit City, already facing a proxy fight with dissident investor Wattles Capital Management (see prior posts here and here), has received a cash buyout offer from Blockbuster Inc.
According to The WSJ Online, Circuit City’s board received the offer in February and summarily rejected it, doubting Blockbuster’s ability to secure the required financing.
Frustrated with Circuit City’s lack of […]

Executive compensation put under the microscope

The Wall Street Journal is running an entire section on CEO compensation in today’s print edition.
The online version of the keynote article, “Boards Flex Their Pay Muscles”, can be found here.
That article’s subtitle offers an astute summary analysis:
“Directors are increasingly exercising more clout in setting CEO compensation.  And in some cases, the boss is actually […]