Corporate Proxy Videos

Dennis McCarthy – (213) 222-8260 – dennis@monarchbayassociates.com

As a follow-up to my recent posts on the 2012 proxy season entitled, “Silent Majority Speaks” and “Just a Small Leak“, I’d like to pass along to you a website that provides valuable information about corporate proxies.

This website, I’m pleased to report, will not likely cause your eyes to glaze over with boredom.

Created by Equilar, the compensation consulting company that I’ve mentioned in prior posts, this website presents short and informative videos on corporate proxy issues.

I’ve listed the website below for your review.  Let me know what you think.

As always, please call me to help your company with raising equity or debt or to complete M&A projects.

Equilar website:  http://www.equilar.com/knowledge-network/episode-8.php

Corporate Proxy Video

Corporate Proxy Video

Silent Majority Speaks

Dennis McCarthy – (213) 222-8260 – dennis@monarchbayassociates.com

Link to New York Times article: http://dealbook.nytimes.com/2012/06/07/once-reticent-investors-join-shareholder-revolts/?emc=eta1

At the end of my last post “Just a Small Leak”, I posed the question whether we could discern a visible trend in shareholder activism or were we simply seeing an isolated incident in the situation I reported.

No sooner did I hit the post button than I found an article with another interesting data point.

This article reports several instances in which typically complacent institutional investors had become vocal, and with great impact.

To quote the article, “When traditionally quieter investors join the chorus, it resonates so much more.” [Dominic J. Auld, a lawyer  at Labaton Sucharow who represents institutional investors]

There are likely several catalysts for turning typically silent shareholders into vocal ones including:

(i)    the role played by Proxy Advisory firms as I described in my post “Herding Cats”,

(ii)   weak stock price performance and

(iii) occasional outrageous corporate behavior which gets wide news coverage.

You can click on the link to find the article entitled, “Once-Reticent Investors Join Shareholder Revolts” by The New York Times “DealBook”.

Please subscribe to my blog, capitalmarketalerts.com, to stay informed on these and other capital markets topics. 

And please contact me to help your company with M&A activities and raising equity or debt.

Potential Trojan Horse?

Maybe because this M&A defense provision doesn’t enjoy a colorful name like a “poison pill”, the recent battle waged over proxy rules for selecting board members and determining many critical M&A corporate governance  provisions went largely unnoticed except by a small band of M&A specialists.

The side of this battle, described as defense, would likely claim victory because it succeeded in judicially thwarting a measure by the SEC to mandate a set of procedures to clarify and standardize the proxy proposal submission rules known as “advanced notice bylaw and proxy access rules”.

See what I mean about the catchy name?

What was left standing after the fierce battle were provisions which permit shareholders to submit proposed proxy provisions for a vote by shareholders.  Shareholders, therefore, can propose proxy proposal submission rules to address what was in the thwarted SEC mandate.

So the question is, in the next several years, will shareholders seize this opportunity to vote into place proxy proposal submission provisions which are more aggressor friendly than those in the thwarted SEC mandate?

Will slow to no growth in corporate performance trigger more shareholder impatience and activism and, guided by proxy advisory firms like ISS, translate into proxy proposal submission provisions which facilitate changes in underperforming companies’ boards?

Will we look back and see that “the defense” declared victory by defeating the SEC mandates and completely missed what turns out to be a more dangerous development?

The attached post from the law firm of Latham & Watkins provides an excellent discussion of the topic and suggests potential corporate responses.  Please click on the link below to download the pdf document.

http://www.lw.com/upload/pubContent/_pdf/pub4437_1.pdf

Many thanks to Latham & Watkins (www.lw.com) for this valuable article.