Archive for the 'Boards' Category

Motorola caving to pressure; Icahn vows to continue proxy fight

In an apparent move to assuage dissident shareholder Carl Icahn, Motorola announced that it would spin off its troubled mobile cell phone business, effectively splitting Motorola into two publicly traded companies.
Icahn stills believes that Motorola is moving too slow and has vowed that he will continue his proxy fight for four board seats.  As Seeking Alpha reports…
“What […]

CalPERS targets 5 new companies

$240 billion pension fund giant CalPERS is shaking the ground at five companies, adding them to CalPERS’ Focus List of unperforming companies:

Cheesecake Factory
Hilb Rogal & Hobbs
Invacare
La-Z-Boy
Standard Pacific

Corporate governance complaints at these companies include staggered boards, restraints on shareholder voting, and unfriendly bylaws.
To read the startled reactions from these named companies as reported by Bloomberg, click here.

Icahn rejects board seats, sues Motorola

Uber-activist Carl Icahn must not blogging (http://icahnreport.com/) because he is simply too busy wheeling and dealing and suing companies.
Icahn rejected Motorola’s offer of two board seats, demanding that he have four.
And Icahn remains serious about his proxy fight, sending more than signals to Motorola management.  He is now suing Motorola for “deep access” into the […]

Research analysts succeed in call to remove Sprint board members

When this news first hit the news wire, it looked like a phony press release on behalf of Pali Research. 
Now all major media outlets are reporting that indeed, two research analysts for Pali Research published a note on February 12th, calling for the resignation of Sprint board members Linda Koch Lorimer and Keith Bane.
And both Lorimer and Bane have […]

The Sulzbergers still run The Times

Perhaps one of the lesser known stories breaking from New York City this week involves The New York Times Company.
Long known as the private bastion of the controlling Sulzberger family, The Times opened the door slightly yesterday by allowing two dissident shareholder representatives to serve on its board.  To accomodate, the board will increase from 13 […]

Annual meetings from a company perspective

If you’ve ever wondered how companies view and prepare for annual shareholder meetings, Business First of Louisville offered a great article this weekend after interviewing officials at Texas Roadhouse, Humana, and ResCare.
Subscription is required, so let me pass along two juicy items:

Texas Roadhouse noted that last year’s annual meeting lasted 7 minutes.  Yes, the entire meeting.  I have attended […]

Activist shareholder wins board seat at Sprint Nextel

Kudos to Sprint Nextel for awarding a board seat to activist investor Ralph Whitworth.
Whitworth, who’s firm owns almost 2% of Sprint Nextel, has a history of agitating for change and promoting asset sales to increase shareholder value.
Sprint Nextel appears ripe for this kind of improvement.  The split headquarters is a dreadful situation, a decision suffering from paralysis […]

Yahoo in a “world of hurt”

Roger Ehrenberg’s post at Seeking Alpha provides an excellent read on Yahoo’s strategic choice to decline Microsoft’s offer, claiming that Yahoo’s strategy will backfire.
An excerpt:
“Once you tell a supremely-funded, laser-focused acquiror to take a hike, you have put yourself in a world of fiduciary and PR hurt. Microsoft will wage a proxy fight and will win, […]

E-Proxy… future BFF of shareholder activists

Jeffrey N. Gordon has released a draft of his forthcoming paper titled Proxy Access in an Era of Increasing Shareholder Power: Forget Issuer Proxy Access and Focus on E-Proxy.
A bit dry reading for one sitting, but his abstract, as published at The Harvard Law School Corporate Governance Blog, provides salient points:
The current debate over shareholder […]

Professional directors… their time has come

Two great posts were written yesterday and today by management guru Jim Stroup.
Yesterday, Jim wrote about the conflicts inherent with having a board comprised mostly of CEOs, and why a much better system would evolve out of developing “professional directors”.   This new breed of directors would not be trained to be CEOs, but rather trained […]