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October 17, 2013
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Should You Serve on An Activist’s Slate?
Will you be viewed as a renegade? Quite to the contrary.
By Steven Seiden,
president of Seiden Krieger Associates Inc.
The phone rings. It’s a leading
hedge fund activist asking if you would be willing to be nominated for
election to the board of a company in which he has a position.
You’re caught off guard because usually you’re being asked by the head
of the nominating committee in an uncontested situation.
Why would you accept this kind of an invitation from an activist?
What runs through your mind is that you’ll be an active participant in
a knock-down dragged out fight, the newspapers will write bad things
about you, your reputation will be sullied, and you’ll never be invited
on another board.
But wait. Let’s look realistically at what actually happens in such
First, you’ll need to determine if the activist is after a quick buck
or has he really thought out why a proxy contest is necessary. Many of
today’s activists have exhaustively studied the target company in which
they already have an investment. Let’s remember that though their
approaches will likely differ, both management and the activist are
pursuing the same objective: enhancing shareholder value. What really
separates the two is that the activist perceives a better and speedier
way to do so.
It’s very possible that when you carefully consider the activist’s
strategy, you may indeed find yourself in agreement with his thesis and
that, absent a meeting of the minds, a proxy contest is required. In
fact, the mere commencement of it becomes a catalyst for change which
eventually benefits the stakeholders. The bottom line: you must weigh
both sides, management’s and the activist’s. Then decide whether to
accept the invitation to be on his slate.
Assuming you say yes, here’s what happens next.
In the Current Issue:
Fourth Quarter 2013
How to have a
great board meeting
By Dennis Cagan
The tone, content, and conduct of this meeting are critical to the
level of governance and ultimate value of having a board.
An ideal first step
to get on a board
By Betsy Berkhemer-Credaire
If your goal is to be a public company director, start by 'going
In This Month's e-Briefing:
for a free subscription)
Marching orders: Less is more.
I still keep in
touch with my best journalism teacher from college. Dan Lynch was a
reporter for the Philadelphia Inquirer when he taught a Newswriting 101
course in the Journalism school at Temple University in the mid-1970s.
He was a tough instructor, and the A that I earned in the course is
probably my most-accomplished academic achievement.
In reading my comments in the November e-Briefing about
“What Joe Heller said to Kurt Vonnegut,” Dan sent me this
I was a Newsday editor a good many years ago I found myself having a
drink with Heller. I suggested that he write an op-ed piece for the
newspaper. How long are those pieces? he asked. About 800 words, I
said. Heller said, “How does anybody write only 800 words?”
To which I responded:
a good story, Dan. 800 words is still a magic number — for my
columnists, for sidebars, even for some main features. Less is more is
my marching orders to writers.
Word length was a topic in the news last month — i.e., the 150th
anniversary of the Gettysburg Address, and the all of 272 words that
made this speech such a magnificent statement for the ages.
My good colleague Nick Ragone,
heads the Washington office of PR firm Ketchum and is a scholar of
Presidential leadership, was one who penned a particularly thoughtful
piece on the Gettysburg
Address, calling it “the greatest speech in American history,” an
opinion widely shared. Less is more, indeed.
I am one to follow my own advice.
Some of our e-Briefing
may find themselves being invited onto an activist slate in the coming
year, so you will want to read Steven Seiden’s Article of the Month
closely (775 words). And many readers will wrestle with executive
compensation matters in 2014, so longtime colleague and comp expert
Bruce Ellig has some sound advice in his Columnist piece (800 words).
And this editor’s note? So far it comes in at 350 words.
But let me add two more words before closing off — “Happy Holidays!”
And this: Thank you for your readership this past year and I hope you
continue to be close readers of the e-Briefing
and the Directors & Boards
print journal, and perhaps even attendees of our Private Company
Governance Summit coming up in May 2014.
As always, I welcome
comments at firstname.lastname@example.org.
Click the link below
to read more.
• Should you serve on an activist's slate?
• Needed changes in executive pay
• Latest Governance News and Links
Events of Interest to
December 5, 2013
Women in the Boardroom is hosting a Twin Cities Signature Event. Guest
speakers include Karen Bohn, President of Galeo Group LLC, who has
board experience with Gander Mountain, Piper Jaffray, Ameriprise, and
Blue Cross Blue Shield of Minnesota; and Leslie Frecon, chairman,
founder and CEO of LFE Capital, who has served on the boards of The
Ryland Group and numerous LFE portfolio companies. The event will be
held at the offices of Deloitte in Minneapolis. Women in the Boardroom
is a forum of women board directors sharing insight into directors'
roles, selection process and key career path actions. For more
information, visit http://www.womenintheboardroom.com
December 11-12, 2013
The nonpartisan Employee Benefit Research Institute (EBRI) will be
celebrating its 35th anniversary when it holds its 73rd biannual policy
forum "Employee Benefits: Tomorrow, Today, Yesterday," to examine the
current benefits landscape, the path(s) that led here over the past 35
years, and what the next generation of benefit plan designs will
entail. The forum will hear perspectives and insights of an array of
leading national workforce experts, futurists, and "trend trackers,"
including Arnold Brown, chairman of Weiner, Edrich, Brown Inc.; Mike
Davis, SVP of General Mills; Howard Fluhr, chairman of the Segal
Company; Ellen Galinsky, president, Families and Work Institute; Dallas
Salisbury, CEO, Employee Benefit Research Institute; and Larry
Zimpleman, chairman of Principal Financial Group. The event will be
held in Washington, D.C. The full agenda of the policy forum is online
January 26-28, 2014
Directors Forum 2014 will be held in San Diego. Bringing together
institutional investors, directors, officers, and regulators, the event
will feature such speakers as Mary Schapiro, former SEC chair who is
now a director of General Electric; Myron Steele, chief justice of the
Supreme Court of Delaware; and John Engler, president of the Business
Roundtable. For more information, visit http://www.directorsforum.com/conference/2014/index.php
1845 Walnut Street, Suite 900 • Philadelphia PA 19103
Tel: (800) 637-4464 or (215) 567-3200 Fax:
James Kristie (215) 405-6081 email@example.com
David Shaw (301) 963-6162 firstname.lastname@example.org
Scott Chase (301) 879-1613 email@example.com
Barbara Wenger (215) 405-6072 firstname.lastname@example.org
Jerri Smith (215) 405-6071 email@example.com