Have You Heard?

Some interesting information and data in the Corporate Governance Sphere:

DID YOU KNOW?

  • The average age of Directors and mandatory retirement increased over the last five years.
  • The average tenure of S&P 500 Boards has been stable at 8.5 years over the past 5 years.
  • The majority of boards (62%) have an average tenure of between 6 and 10 years.
  • 21% of boards have an average tenure of 11 or more years, compared with 19% in 2010.
  • 17% have an average tenure of five years or less compared with 21% in 2010.

Sources:  Harvard Law School Forum on Corporate Governance and Financial Regulation. N.Y. Law Journal 3/23/17

They Provide Support...But Don't Vote!

In a recent article in The New York Times headlined "Small Investors Support Boards, But Few Vote" clearly that is a concern and we believe the problem is worsening.

            When the retail vote is required it's critical and important when significant issues are on the table.  As mentioned last week, the Procter & Gamble vs. Trian Fund Management fight over a board seat for Mr. Peltz clearly exemplifies the value of the retail vote.

            In the case of Procter & Gamble forty percent of the outstanding shares are held by retail shareholders.  If they all voted and cast their shares in management's favor, then we could have confidently predicted that Trian would lose and the estimated $25 million cost to Trian will have been to no avail. With the upcoming legal challenges to the voting result, that cost will rise significantly.

            It is not by any means a given that the retail holder will cast their vote considering the gradual erosion of the retail voting response over the last several years.  It has become a real problem with no easy solution.  

Management and their outside advisors (legal, shareholder communication) need to come together and lay out a sustainable program for continuing with their retail shareholder base.

Ref:   The New York Times – Sunday, October 8, 2017

Difficult to get them to Vote

Difficult to get them to Vote

The Procter & Gamble vs. Trian Fund Management fight has highlighted the value of the retail vote. The battle will be won or lost by the vote of the retail shareholder. (See the listed reference.)

            About forty percent of the outstanding voting stock is in the hands of the retail investor.  If that vote comes in favor of management, we can confidently predict that P&G will win.

Laurel Hill Congratulates Wabash National Corporation for the Successful Completion of Their Tender Offer

New York, NY, Toronto ON - October 11, 2017 - Wabash National Corporation successfully completed its tender offer for the Acquisition of Supreme Industries Incorporated on September 27th.

Laurel Hill Advisory Group Senior Vice President Joe Contorno commented, “We were very pleased to be selected to work with the Wabash Management Team on the transaction."

"On behalf of the Laurel Hill team, we congratulate our client, Wabash National Corporation, on a job well done." added John O'Grady, Laurel Hill's Senior Vice President.

For more information please contact us at (516) 933–3100

Despite RUUPA, there is still absolutely nothing “Uniform” about the Uniform Law

When it comes to unclaimed accounts, all that is certain is that transfer agents, issuers and other holders have to get used to being uncertain. Delaware and Illinois, among other states, have recently adopted new Unclaimed Property (UP) laws that arguably make it a bit too easy for states to get access to unclaimed accounts. 

These new laws also make it much more difficult for custodial agents, financial firms and issuers to determine exactly when an account should be considered unclaimed and the assets transferred to the states.

States, of course are quick to liquidate the assets since they rely on Unclaimed Property as income, which means owners who eventually do try to claim the escheated property can lose money due to subsequent corporate actions or the underlying stock increasing in value (stop me if you heard the one about the Belgian scientists suing first Merck and then Delaware).

Wabash National Corporation Commences Cash Tender Offer for All Outstanding Shares of Supreme Industries, Inc.

LAFAYETTE, Ind., Aug. 22, 2017 (GLOBE NEWSWIRE) -- Wabash National Corporation (NYSE:WNC), a diversified industrial manufacturer and North America’s leading producer of semi-trailers and liquid transportation systems, announced the commencement of its cash tender offer for all outstanding shares of Supreme Industries, Inc. (NYSE MKT: STS), a leading manufacturer of truck bodies, for $21 per share. The tender offer is being made by Redhawk Acquisition Corporation, a wholly owned subsidiary of Wabash National, pursuant to an Offer to Purchase, dated August 22, 2017. Wabash National and Supreme previously announced that they entered into an Agreement and Plan of Merger, dated August 8, 2017, for Wabash National to acquire Supreme.

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Some Things You Need To Know...

Quite often we are surprised by information that becomes available.

Some Things To Note...

Activists have what is estimated at $243 billion in assets under management.

Institutional ownership of the US stock market is close to 70% of total market capitalization compared to 7 % sixty years ago.

An MSCI study showed companies that had at least 3 female Directors in 2011 financially out performed those that had none.

Nearly 25 % of the Russell 3000 lacks a female Director.

State Street Global Advisors will demand change at companies without any female Directors.

Mary Jo White, former SEC chairperson, indicated Regulators may focus on board gender diversity.

The Battle of the Titans

The recent proxy fight waged by Greenlight Capital, Inc. and General Motors Co. at the company's shareholder meeting resulted in overwhelming support by the shareholders of the GM CEO and board.

A stunning defeat for Greenlight that sought to replace three directors and split the stock into two classes – one that pays dividends, the second that awards all additional earnings growth to investors.

As reported in The Wall Street Journal 90% of the shareholders rejected the stock division and overwhelmingly rejected the three Greenlight proposed directors.

The New York Times reported that since coming out of bankruptcy in 2009, GM's has earned more than $40 billion.  Further, it has engaged in stock buybacks and paid dividends, and sold off underperforming assets.  

With this success, the stock has been stuck in the mid-thirties range - clearly frustrating Greenlight which led to this, what some would consider, an ill-advised stock division proposal. This further supports the argument that some have made being that Activists are short-term investors with no interest in long-term value.

An important point to be made – GM's CEO and board were not intimidated, stood their ground, believing in the company's long-term strategy, and didNOT FOLD.

Other major targets of Activists may follow GM's stance – the Procter & Gamble and Nestle issues will tell us more - time will tell - but there appears to be a shifting taking place.

Ref:  The Wall Street Journal Wednesday, June 7, 2017 | The New York Times Wednesday, June 7, 2017