Eric Jackson on Creating a Corporate Governance Spring

In 13 Tips for Starting An Arab Spring in Corporate America (Forbes, 9/26/2011), Eric Jackson of Ironfire Capital explains how he shook up Yahoo! in 2007 as a 100 shareowner activist. Read the highlights here; then read the original.

  1. Come up with a plan that other shareholders — especially the institutional shareholders — are going to agree with… increase the share price in the long-term.
  2. Put your plan on a wiki. I used Wikia… The group is smarter than the individual – even you.
  3. Record yourself talking about your plan on a YouTube video.
  4. Have a call to action… like pledging shares.
  5. Reach out to the company after your group starts growing… larger institutional holders are going to ask you if you’ve talked to the company yet.
  6. Consider a vote no campaign leading up to an annual meeting. Unlike a proxy contest, it costs nothing to lobby other shareholders to vote “against” certain directors.
  7. Explain your “vote no” strategy to the biggest shareholders, the press, ISS, and Glass Lewis.
  8. Leverage YouTube to create political-style campaign in favor of your position. The more creative you are, the more attention you’ll get.
  9. Any press is good press. People have asked me if my campaign would have been as successful if I’d picked a lesser known company than Yahoo!
  10. Stick with it.
  11. Know the company inside and out. Don’t look like an idiot telling the company and board what to do if you don’t know.
  12. Know their corporate governance, who’s on the board, their corporate by-laws, the date of their shareholder meeting… Read  everything Bob Monks and Nell Minow have written.
  13. Ex-employees and current employees are a great source of information but be sure to double check what they tell you.

I’ll add my two cents. Have a plan B? Share your ideas with those on sites like CorpGov.net, MoxyVote.com, ProxyDemocracy.org, ProxyExchange.org, Shareowners.org and Accountability-Central.  Several of these sites are undergoing upgrades in preparation for next proxy season. Other social networks designed specifically for shareowner action will be coming on line soon. Jackson’s ideas barely scratched the surface but activists like him are already having a huge impact. He started with 100 shares; you can too.

A cautionary note from proxy voting agency Manifest (be sure to contact them as well):

Social media may change the dynamics of who it’s good to know, perhaps, but speed and breadth of communication is not the same as reliability of information – which is of course critical to incisive, effective, value-adding decisions.

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2 Responses to Eric Jackson on Creating a Corporate Governance Spring

  1. Glyn A. Holton October 3, 2011 at 11:18 am #

    This is all good advice, but it should be understood in the context of what it is designed to achieve. Shareowner proposals and “vote no” campaigns can achieve modest changes in a single corporation’s corporate governance or cause slight embarrassment to a tone-deaf board. With people marching in the street — “occupying” Wall Street and cities across the country — it is a little misleading for Jackson to compare his recommendations to an “Arab Uprising”. The demonstrators marching across America truly model themselves after the Arab uprisings. They are looking for fundamental changes to the system. Jackson merely explains how to work within the system. But if the system is broken, why bother?

  2. Brett Davidson October 5, 2011 at 9:12 pm #

    A marathon begins with the first step. Never take it, never finish. Shareholder proposals are a modest change. Many modest changes can lead to bigger changes. In Egypt the system was broken, it was the reason for the uprising. I agree that the system is broken and that is why it is time to rise up. Tools like the shareholder forum can be used in ways never anticipated even a few years ago. To wait for the system to be fixed my require an untenable period of inaction. Now is the time to use what we have available in new and creative ways to show what can be done.

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