Can’t get enough of proxy access coverage? Check out Steve Bainbrige’s take here and the Business Law Prof blog’s insights here.
Archive for September 2007
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Posted in:
Proxy Access
Non-Stop Coverage Of Shareholder Democracy and Shareholder Activism
By Keith Hahn$$$ How to Get Rich In Dollars [LoSC]
$$$ “I’m a VP for an international investment banking firm who only does 2 things – work and work out. I appreciate a woman who can take some initiative and imagination in the bedroom. Plus, you’ll be amazed at how turned on you get describing it. I just did this for the 1st time a few weeks ago, and things worked out fantastic. The email I received was out of this world, and our subsequent meeting was equally impressive.” [craiglist]
$$$ Paul Kedrosky [WallStrip]
Brought to you by Financial Times
To the tune of lowered income, increased spending and plummeting value of the dollar, major indexes down on the day. The DJIA down -17.31 to 13895.63. The S&P 500 lost -4.63 to close at 1526.75and the Nasdaq fell -8.09to 2701.50. Random Index spinner: Hang Seng Index: up 77.32 to close at 27,142.47.
Personal consumption expenditures declined 0.1% compared to last month. Excluding food and energy the PCE rose 1.8%. Construction spending increased by 0.2% defying expectations of a -0.3% slip.
On the NYSE Friday, 1,337 stocks up and 1,984 down, totaling 883.5 million shares traded.
The euro was at $1.4261 from $1.4147 against the dollar – closing at another high. The dollar was at 114.78 yen from 115.65 yesterday. Crude closing at $81.63 and after reaching a 27 intraday high, gold closed $750.50.
For more market action FT Alphaville
The myth of shareholder democracy holds a powerful sway over public opinion. The comments we’ve received on our two articles on the proxy access rules now up for comment at the Securities and Exchange Commission demonstrate that people continue to be bedeviled by the misguided analogy with democratic political regimes.
One of the mental levers the mythologists of shareholder democracy use to make their case is a kind of demonology of corporate managers. Although corporate insiders, especially chief executives, have demonstrably lost power in recent years to shareholders and independent directors while the risks of running a public company have increased, the continued climb of executive pay seems to have convinced many that executives are somehow fleecing shareholders. The evidence for this is underwhelming, however. While bad characters exist in executive suites and board rooms, they hardly justify enacting wide-ranging corporate governance reforms. Bad CEOs make bad law.
It’s important to remember that our system of corporate governance has generated enormous wealth for shareholders and workers over the years, bringing us unprecedented prosperity. We should exercise caution when seeking major reforms, especially when the costs of those reforms will be difficult to measure and the reforms will be next to impossible to reverse. By creating a uniform, national rule for proxy access, the proposed reforms would shut off jurisdictional competition and experimentation between the states. Worse, the proxy access reform is clearly viewed by many of its proponents as a first step in what they view as a revolution in corporate governance. There will be more to come. The proxy access reforms are precedent not a final resting place.
Some of the most thoughtful criticism of our first essay came from Beth Young, who I believe is the author of the Shareholder Proposal Handbook and a senior research associate at the Corporate Library.
We rough up Young’s objections to our articles after the jump.
Former Fed Chairman-cum-author/Deutsche Bank consultant Alan Greenspan said in interview with BBC Radio that he and other regulators were fully—blithely actually—aware of the risks imposed by the complex financial derivatives that helped to fuel the recent market turmoil that’s messed with your shit. So why wasn’t any action taken prior to last week? Because you knew the risks involved, and if you didn’t, you’re dumber than Greenspan had previously thought.
“I must admit that I do not have considerable concern about the net worth of [wealthy individuals investing in hedge funds] going from $40 million to $5 million, which in many cases is what has happened,” he said. In fact, he saw the whole thing as the perfect opportunity to teach you a lesson, not unlike the time he illustrated the dangers of binge drinking to a bunch of middle school students by standing idly by while they downed shot after shot of tequila, saying only to a concerned-looking aide, “this is the only way they’ll learn. Nothing like the memory of a good stomach-pumping to make ‘em think twice about that next drink.”
Oh, and there’s maybe going to be a recession. Maybe.
Greenspan: Recession chance less than 50-50 [CNN Money]
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Posted in:
CEOs
Must Haves for a CEO: Haute Couture for the honeys – Pimped out rides for the homeboys
By John CarneyWhoever said sexism isn’t alive and well in America has been asleep behind the wheel or living under a rock for, well, forever. Now, before you get all PC on us, save your breath. The glass ceiling here at Dealbreaker is not only buttressed by myself and Bess Levin – but John Carney smiles down on us and his other female minions from time to time sitting on his glass thrown in his ivory tower.
In addition to Dealbreaker, Neiman Marcus management has an interesting division of how they divvy up “allowances” to their CEO’s. Karen Katz, President and CEO gets an annual $25k allowance for clothing while CEO Burton Tansky doesn’t get jack. He does however, get a $12k car allowance (will that even get you a Ford Festiva?). James J. Gold, president of Bergdorf Goodman received a $167k “cost of living” adjustment for relocating from Texas to New York and an additional $296k for NY state taxes. Footnoted.org poses the question – are women simply more focused on clothing while men are more focused on cars and taxes?
Dealbreaker.com gets to the heart of the matter – men get more tail when they drive a hot car. Women can only get men to listen to them if they dress slutty.
On how men and women differ… [footnoted.org]
The New York Stock Exchange has released it’s calendar for 2008 and 2009. Get excited because in 2008 there will be two extra trading days! It’s a leap year, giving us an extra day in February. And there is one less holiday on the schedule—this year we honored the death of Gerald “stagflation” Ford by refusing to work. Unless a former president dies this year, we should have one more day of trading.
Leap years tend to outperform other years, with particularly strong Augusts. Of course, leap years are also presidential election years, which may have more to do with market performance than that extra day in February.
Click chart for larger version.
NYSE Euronext Holidays & Hours [NYSE]
By now you know the rumor that Bill Gates has lost his mind and is considering an investment of $300-500 million for a 5 percent stake in Facebook, which would value the social networking site at twice what Rupert Murdoch paid for Dow Jones. (Making trashtastic MySpace worth $11-12 billion, according to Lehman Brothers analyst Vijay Jayant.) The fact that ‘book CEO Mark Zuckerberg was spotted Tuesday in Seattle, according to ‘Fortune’ reporter/stalker David Kirkpatrick, gives weight to the rumor, and lowers the chances that it’s not all some horrible joke and/or plot by Steve Jobs to make Bill Gates bad.
But since we’re still holding out hope that Microsoft isn’t planning on parting ways with a truckload of money for a website filled with worthless plug-in applications and at which one user can “poke” or “tickle” another and then laugh to him or herself about it, we’re going to come up with a more plausible explanation for Zucks’s visit to Washington and stick with it. The continued existence of the Bill & Melinda Gates Foundation, and the disenfranchised who so desperately need its help, depends on this rumor being bull shit. So you tell us:
The real reason Mark Zuckerberg has been seen in Seattle is:
a. Tonight’s Bryan Adams with George Thorogood concert at the WaMu theater
b. For a naughty game of hooky with David Kirkpatrick, who writes that, having “gotten to know [Zuckerberg],” who is “driven by a conviction that what he is doing will make the world a better place” and “is a nicer person than Gates,” has come to the conclusion that “it may be…worth quite a few hundred million for any company to get into bed with Mark Zuckerberg.”
c. Adidas shower shoes.
d. Coffee date at flagship Starbucks with Kofi Annan to discuss how Facebook can get involved in the Arab-Israeli conflict.
e. Annual pilgrimage to Brandon Lee’s grave in Lake View Cemetery.
f. a. and b
g. a. and c.
h. a and d.
i. a and e.
j. b and c.
k. b. and d.
l. b. and e.
m. c and d.
n. all of the above
o. none of the above
Zuckerberg Sightings Fuel Deal Speculation [DealBook]
Facebook CEO visits Seattle, Microsoft schemes [Fortune]
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Posted in:
Barclays
Barclays Shows Enormous Restraint In Not Putting iShares On Par With TGIFriday’s 3-course Menu
By Bess Levin
Copyranter’s seminal Pure Horseshit™ Award. [copyranter]
Sears Holdings doesn’t seem to be working out. Eddie Lampert was supposed to be the next Warren Buffett, and Sears Holdings the next Berkshire Hathaway. But this week shares in the company hit a new 52-week low after investors digested poor earnings performance, bad news on same store sales and worries that we might be entering a rough sector for the entire retail sector.
The logic that boosted Sears Holdings from a $50 per share company to a $200 per share was built on the value of its real estate. Lampert was said to have a plan to leverage the underlying real estate assets of Sears Holdings to make other investments, basically turning an old fashioned retailer into a twenty-first century hedge fund or private equity firm. But with consumer sentiment down and real estate deflating, the real estate to investment company play looks a lot less feasible.
Even as short interest in most NASDAQ stocks fell in September, short interest in Sears Holdings shot up by almost 15 percent. Short positions stood at about 13.7 million shares in mid-September, nearly 10 percent of the outstanding stock in the company. This puts it up there with short favorites, for lack of a better term, like Crocs, Lulumon and Pet Smart.
So does Lampert, who Business Week once called an “investment wizard,” have some magical plan for Sears Holdings? Will Skull & Bones somehow rescue the company with a Dear Island strategy? Lampert is supposedly obsessed with protecting his downside. So when we think about the future of Sears Holdings we can’t help but ask: What Would Eddie Do?
Well, if we can’t have Sears Holdings, at least we’ll always have the Mets, right? Hello? Anyone still listening?
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Posted in:
SEC
The Proxy Access Threat To Individual Investors
Or: Why Christopher Cox Should Reject The New Proxy Access Rule
By Keith Hahn
Sometime in the next few weeks, Securities and Exchange Commission chairman Chris Cox will likely have to decide how he will vote on a pair of competing rules on shareholder access. One “proxy access” rule would shift power from boards of directors to cliques of outside shareholders by permitting certain shareholders and groups of shareholders to include in company proxy materials proposals for amendments to bylaws that would mandate procedures to allow shareholders to nominate board of director candidates. The other preserves longstanding rules that make it difficult and costly to for dissidents to mount proxy fights.
The SEC’s commissioners are evenly divided along partisan lines on the question. The Democratic commissioners favor increased proxy access. The Republicans favor the status quo. Cox holds the deciding vote. Which way will Cox vote? We’re not in the predictions game. But if we take Cox at his word about his own agenda at the SEC, it seems clear that he should vote against the new proxy access rules.
After the jump, we look at how the new proxy access rule hurts ordinary investors.
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