Tag Archives | Lawndale Capital Management

Lawndale Files 13D: Willbros Group

willbros group

Lawndale Calls for Improved Governance at Willbros Group

Willbros Group – In a filing with the SEC on September 12, 2016, Mill Valley, California-based Lawndale Capital Management, LLC and its affiliates (“Lawndale”) filed a form 13D in Willbros Group (NYSE: WG), reflecting 5% ownership and calling for improvements in the company’s corporate governance policies and board composition.

Included in this 13D filing (linked below) is Item 4 “Purpose of Transaction,” describing Lawndale’s request that the Willbros’ Articles and By-laws be amended as follows: Continue Reading →

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CII Fall 2014 Conference: Part 1

CII

This is the first time I’ve attended a Council of Institutional Investors (CII) semi-annual conference. As at most conferences, the biggest draw is the ability to network, making new contacts and refreshing old ones. I was delighted to reconnect with Meredith Miller, chief corporate governance officer, UAW Retiree Medical Benefits Trust. I hadn’t seen Meredith since we were both graduate students a long time ago. Continue Reading →

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Equal Energy Sale – Proxy Vote 50

Andrew Shapiro on Equal Energy

Andrew Shapiro

Guest Post: Andrew Shapiro is Founder, President and Portfolio Manager of Lawndale Capital Management, an investment advisor that has managed activist hedge funds focused on small- and micro-cap companies for over 21 years, one of the longest periods of experience deploying an activist/relational investment strategy today.

The following is a press release from Lawndale. I am an investor on one of the affiliates. I’ve added votes disclosed on ProxyDemocracy and some observations from a recent GMIAnalyst report.   Continue Reading →

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CII Sticks Up For Retail Investors on Blank Votes, Phony VIF Ballot Titles & Biased Vote Reporting

Has the Council of Institutional Investors (CII) turned over a new leaf or am I only beginning to notice because they recently came out publicly agreeing with me?  Three years ago a group of us petitioned the SEC to clarify that the same rules that apply to proxies also apply to voter information forms, VIFs. The group included Glyn Holton, Mark Latham, Eric M. Jackson, James P. Hawley, Andrew Williams, Andrew Eggers, Bradley Coleman and Erez Maharshak.

Recently, CII wrote to the SEC in support of that position, without explicitly citing our earlier petition. In their April 5 letter, concerned with a proposed rule’s incentives to create “enhance brokers’ internet platforms (EBIPs), CII reminded the SEC that key to the stated intent of the rule was to provide benefits to investors and corporate governance generally. Before moving forward on EBIPs, CII recommends action or clarification on the following: Continue Reading →

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SVDX/Stanford Rock: Two Classes of Common Stock: Qui Bono?

In light of the IPOs and subsequent performances of Facebook, Groupon, Zynga, etc., there has been renewed discussion in Silicon Valley. When two classes of common stock that place control of the board in the hands of the founders and not the investors, do investors benefit or does it just entrench management? One argument in favor of two classes of common stock is that it allows the founders to run the company without interference from activist shareholders who are “short-termers.” One argument against is that a founder who is a poor CEO cannot be removed by the board — and hiring and firing the CEO is the raison d’etre of a corporate board. SVDX‘s panel of seasoned experts hold divergent views on this topic. This program, like all SVDX programs, was subject to the Chatham House Rule. I’ve added a few links that might be helpful. Continue Reading →

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