CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

Size: px
Start display at page:

Download "CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments"

Transcription

1 Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report ed weekly.

2 HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending October 11, 2013 SYMBOL COMPANY INVESTOR CLDT Chatham Lodging Trust HG Vora; Blue Mountain Capital DGIT Digital Generation Alex Muerelo DRI Darden Restaurants Barington Capital DXLG Destination XL Group Red Mountain Capital EDGW Edgewater Technology Echo Lake Capital ENZN Enzon Pharmaceuticals Carl Icahn HH Hooper Holmes Cannell Capital MHGC Morgans Hotel Group Yucaipa NUAN Nuance Communications Carl Icahn OBAF OBA Financial Services Lawrence Seidman PACR Pacer International Becker Drapkin PHH PHH Corp Orange Capital PIP PharmAthene, Inc. Prescott Group TLM Talisman Energy, Inc. Carl Icahn VVUS VIVUS, Inc. Clinton Group YONG Yongye International Glenhill Advisors HEDGE FUND SOLUTIONS (HFS) provides investment research, strategy and stakeholder communications consulting to companies and investors interested in, or involved with, shareholder activist campaigns. Since 2001 HFS has become the trusted advisor to numerous institutional investors, CEOs and board members worldwide. HFS also administers The Official Activist Investing Blog, the definitive source for activist shareholder information. Catalyst Investment Research is a portfolio of activist investing research products that combine company-specific shareholder activism research with deep value investment analysis and access to industry insiders. HEDGE FUND SOLUTIONS PORTFOLIO OF ACTIVIST INVESTING RESEARCH INCLUDES: Daily Alerts Weekly Summary of Activist Investments Quarterly Buying Analysis of Top 50 Activist Investors Company-Specific Shareholder Activism Analysis (combining shareholder activism & deep value company analysis) Special Reports on Activist Investing 400+ Page Shareholder Activism Report & Regularly Updated Shareholder Activism Resource Portal To Learn More: Download a brochure Page 2 of 14

3 Chatham Lodging Trust (CLDT) Activist Investor: HG Vora Capital; Blue Mountain Capital Shares 2,525,000 Catalyst: % Outstanding 9.78% HG Vora sold shares to Blue Mountain and may be deemed a "13D Group". Share Price We initially covered CLDT on July 12 when HG Vora disclosed a 9.8% active ownership stake and stated that they are speaking with real estate and private equity oriented investment firms and are interested in discussing a range of alternatives with CLDT, including but not limited to the potential privatization of the 104M entire Company. 419M Enterprise Value 610M -187M 28M 52 wk. range EV/ 22.1 Digital Generation, Inc. (DGIT) Activist Investor: Alex Meruelo Shares 4,023,570 Catalyst: % Outstanding 14.5% DGIT announced an agreement with Meruelo in which he will vote in favor of the asset sale to Extreme Reach and obtain 1 board seat on the new entity formed by the proceeds of the sale. Share Price M 358M Enterprise Value 698M -339M 103M 52 wk. range EV/ 6.8 We previously covered DGIT in several Catalyst Research Reports initially highlighting Discovery Capital s 5.9% active ownership stake (recently reduced below 5%). On September 11, 2012 we reported that Scott Ginsburg (DGIT s Executive Chairman; 8% shareholder) announced his intentions to examine buying DGIT in connection with the Company s recently announced exploration of strategic alternatives. On November 1 Clinton Group announced that it intended to nominate 3 directors to the board if the board cannot complete its strategic process by the annual meeting. On November 8 Meruelo issued a press release announcing his intention to nominate directors for election to DGIT s board and questioned the strategic alternatives process. On January 16 Clinton entered into a settlement agreement with DGIT. Under the terms of the agreement DGIT increased the size of the board from 7 to 8 directors and added 2 new directors submitted by Clinton. On February 6 Meruelo agreed to withdraw his proposal to elect directors. On June 28 Meruelo increased his ownership to 14.5% at an average cost of $8.58/share. On July 2 Clinton increased its active stake to 8.4%. On July 17 Meruelo issued a press release seeking the resignation of the executive chairman and the appointment of additional shareholder representatives to the board. Meruelo seeks a declaration that the DGIT board does not have the power to amend the bylaws to provide for a classified board and that all directors must stand for election at the 2013 annual meeting of stockholders. On August 12 DGIT announced the sale of its Television business in a deal valued at $525M Legal counsel to Clinton Group Page 3 of 14

4 Darden Restaurants (DRI) Activist Investor: Barington Capital Shares ~4,000,000 Catalyst: % Outstanding ~3.0% Barington wants DRI to separate its business into 2 companies. Share Price B 6.6B Enterprise Value 9.2B -2.6B 997M 52 wk. range EV/ 9.3 Destination XL Group (DXLG) Activist Investor: Red Mountain Capital Shares 4,281,254 Catalyst: % Outstanding 8.4% Red Mountain increased its "active" stake from 6.99% to 8.4% Share Price M 320M Enterprise Value 325M -5M 21M 52 wk. range EV/ 15.6 Edgewater Technology, Inc. (EDGW) Activist Investor: Echo Lake Capital Shares % Outstanding Catalyst: On October 10 Echo Lake sent a letter to EDGW questioning its Director qualifications and demanding the Company examine strategic alternatives A copy of Echo Lake s October 10 press release is available here: Share Price M 64M Enterprise Value 51M 11M 4M 52 wk. range EV/ 14.5 We previously covered EDGW in our November 16, 2012 Catalyst Research Report, highlighting Echo Lake s letter to the independent board members demanding they examine strategic alternatives. A copy of Echo Lake s November 17, 2012 letter is available here: On February 5 Echo Lake sent a letter to EDGW congratulating the CEO for retaining her job during her 11 year tenure as a remarkable accomplishment considering how poorly the company has performed A copy of the February 5 letter is available here: Page 4 of 14

5 Enzon Pharmaceuticals Inc. (ENZN) Activist Investor: Carl Icahn Shares % Outstanding 5,904, % Catalyst: ENZN appointed a representative from Icahn to its board Share Price M We initially covered ENZN in 2008 highlighting Carl Icahn s 7.83% ownership and his public request that they explore strategic alternatives. We also highlighted DellaCamera s (at the time a 5.9% shareholder at an avg. cost of $7.86 per share) repeated request for the business to be sold and their demand for the removal of three board members on the compensation committee. 75M Enterprise Value 62M 14M 20M 52 wk. range EV/ 3.1 On July DellaCamera demanded the Company take actions to increase stockholder value, including (i) engaging Goldman Sachs to review strategic alternatives, (ii) authorize a $150M share repurchase and implement an $80M repurchase immediately, (iii) monetize $70M of the company s royalty streams, and (iv) explore a split-off of the biotechnology subsidiary. On January 7, 2009 DellaCamera nominated two people to the board and threatened a consent solicitation. On July 23, 2009 ENZN announced that they had (i) separated the roles of Chairman and CEO, (ii) named a DellaCamera nominee to replace the Chairman, and (iii) named an individual from Iridian Asset Management (then an 18.1% shareholder; now an 8.7% shareholder) as a new, independent member to the Board. As a result, DellaCamera announced that they had withdrawn their consent solicitation to amend the Company s By-laws and to remove the CEO. On December DellaCamera submitted a shareholder proposal to de-classify the board. On February 18 DellaCamera nominated two individuals for election to the board at the next annual meeting. In a May 18, 2010 SEC filing DellaCamera announced that due to a number of positive changes in the Company, they no longer intend to nominate any candidates for Director or solicit proxies for the election of Directors at the 2010 Annual Meeting of Stockholders. In November 2010 Icahn increased his ownership from 4.6% to 9.72%. Note: Alex Denner, a former Managing Director with Icahn, is Chairman of ENZN. On February 27, 2012 ENZN increased the size of the board from 6 to 7 members and appointed a second individual from Icahn Capital to the board. On November 28 Icahn announced he has informed ENZN that they wish to discuss the operations and direction of the Company and the Company s plans to manage expenses and preserve shareholder value. Hooper Holmes Inc. (HH) Activist Investor: Cannell Capital Shares 9,946,766 Catalyst: % Outstanding 14.24% Cannell Capital changed from a "passive" to "active" investor and sent a letter to the board requesting (i) 0.56 reduced board compensation and (ii) they consider "going-dark" to save costs. Share Price M 47M Enterprise Value 44M 2M -6M 52 wk. range EV/ Negative We initially covered HH on April 19, 2010 when Regan Partners (at the time a 5.02% shareholder) sent a letter to the board expressing its dissatisfaction with the CEO and recommending the board conduct a review of the senior management. Page 5 of 14

6 Morgans Hotel Group (MHGC) Activist Investor: Yucaipa Shares See Catalyst: % Outstanding Comments Yucaipa is suing MHGC over its Board Observation Rights under a 2009 stock purchase agreement; saying the Below Company "has done everything in its power to undermine those rights." Share Price M 218M Enterprise Value 766M -545M 19M 52 wk. range EV/ We previously covered MHGC in several Catalyst Research Reports, initially highlighting Edward Scheetz s aggressive increase in ownership between November 2008 and March Over that time Scheetz acquired 1.2M shares, or approximately 4%, of MHGC shares outstanding. On March Scheetz announced he had met with members of the board of MHGC to discuss way to enhance shareholder value. On April Ron Burkle/Yucaipa purchased $78M of MHGC s convertible debt from Harbinger Capital. If converted, Burkle would own 9.9% of the company. On June 1, 2011 HG Vora announced an active investment in MHGC and disclosed a 9.97% ownership position at an avg. cost of $5.42. (Parag Vora is one of OTK s nominees) On August we reported that Vector Group disclosed a 5.6% active ownership stake in MHGC. On March 15, 2013 OTK sent a letter to shareholders of MHGC and nominated 7 individuals for election to the board. On April 1 MHGC announced it is swapping the ownership of its Delano South Beach Hotel for Yucaipa s convertible notes and preferred stock. They also announced a $100 million rights offering back by Yucaipa. As a result, the Company is pushing its annual meeting back to July 10. On April 4 OTK filed a lawsuit seeking to stop the recapitalization in advance of the stockholder meeting. On April 8 OTK obtained a delay of the Company s rights offering pending a hearing for a preliminary injunction in DE Chancery Court, which is expected May 15. On May 15 DE Chancery ruled in favor of OTK: MHGC must keep March 22 record date and is prohibited from doing a deal with Yucaipa On May 17 the company disclosed a large international hotel group offered $7.50/sh to acquire the Company in Nov On May 22 OTK mailed its definitive proxy statement to elect 7 directors to the board and sent a letter to shareholders. On June 5 Yucaipa announced that it supports management s plan to examine strategic alternatives but Yucaipa will not be a bidder in the process. Yucaipa also announced that it opposes OTK s slate for election to the board. On September 4 Kerrisdale Capital announced plans to nominate directors, stating that OTK, with a 15% economic interest, is over-represented on the board. On August 30 Yucaipa (who currently owns warrants to purchase an aggregate of 28% of MHGC stock) sent a letter to MHGC expressing frustration in its sale process and demanding board observation rights, stating the 4% penalty interest the company is paying to keep a Yucaipa rep out of the boardroom is a breach of fiduciary duty. A copy of Yucaipa s August 30 letter is available here: On September 23 we reported that 40 North Management disclosed a 5.38% "active" stake at an average cost of $7.37/share Page 6 of 14

7 Nuance Communications, Inc. (NUAN) Activist Investor: Carl Icahn Shares 52,437,750 Catalyst: % Outstanding 16.90% NUAN entered into a settlement agreement with Icahn in which the board will expand by 2 members and Icahn reps will fill the open positions. Share Price B 5.6B Enterprise Value 7.2B -1.5B 345M 52 wk. range EV/ 20.8 A copy of the settlement agreement is available here: We initially covered NUAN on August 29 when Icahn increased his "active" stake to 16.9% and announced he may seek board representation. OBA Financial Services Inc. (OBAF) Activist Investor: Lawrence Seidman Shares % Outstanding 327, % Catalyst: Seidman increased his "active" stake from 6.9% to 8.1% Share Price M We initially covered OBAF on May 26, 2010 when Lawrence Seidman announced his intention to meet with OBAF s board and management to review ways to maximize shareholder value. Seidman said he had spoken with OBAF s President and has requested a meeting with the entire board to discuss the terms and conditions of any prospective benefit plans and the company s plan for a buy-back program. 71M Enterprise Value 77M -7M N/A 52 wk. range EV/ N/A On September 12, 2013 Seidman sent a letter to OBAF's board saying that there are several strategic buyers who would provide shareholders an adequate premium and greater liquidity. Clover Partners disclosed a 5.3% "active" stake in OBAF ($16.18 avg. cost) and said it has engaged in communications with the management and the Board Legal counsel to Seidman Pacer International (PACR) Activist Investor: Becker Drapkin Shares 3,266,863 Catalyst: % Outstanding 9.2% On October 10 Becker Drapkin increased its "active" stake from 8.2% to 9.2% 5.35 We initially covered PACR on May 6 when Becker Drapkin disclosed a 6.8% active stake. On August 21 Becker Drapkin increased its active stake to 8.2%. Share Price B 219M Enterprise Value 191M 27M 20M 52 wk. range EV/ 9.5 Page 7 of 14

8 PHH Corporation (PHH) Activist Investor: Orange Capital Shares 2,866,824 Catalyst: % Outstanding 5.0% On October 9 Orange Capital sent a letter to the CEO requesting the Company clarify rumors about separating its Fleet Management Services and/or its Mortgage segments. Share Price B 1.4B Enterprise Value 6.8B -5.32B N/A 52 wk. range EV/ N/A A copy of Orange Capital s October 9 letter is available here: We initially covered PHH in our August Catalyst Research Report, highlighting a letter from Pennant Capital (at the time a 9.97% shareholder at an average cost of $28.62/share; Pennant currently owns 4.17%) to the board demanding they present shareholders with an analysis that compares continued public ownership vs. a sale. On November Pennant spoke with PHH s Chairman to discuss their concerns that the board has ignored its fiduciary responsibilities and allowed management to destroy shareholder value and risk the viability of the Company. Pennant also expressed its belief that senior management, with some exceptions, had little credibility in the market and that the November 10, 2008 earnings conference call had been reckless and damaging. On the same day, Pennant submitted a potential board candidate and suggested a newly constituted board form a special committee of non-management directors to examine strategic alternatives. On March Pennant announced that PHH is undervalued based on the fact that it was currently trading at 46% of tangible book value. Pennant believed the fair value of PHH was in excess of $40/share and was trading around $12 per share that day because the market had little confidence in the board and management. As a result, Pennant nominated two people for election to the board. On June 12, 2009 PHH and Pennant Capital issued a joint press release announcing that the two directors nominated by Pennant Capital were elected to the board at the 2009 annual meeting. On Feb 21, 2012 Scopia Management changed its filing status in PHH from passive investor to active investor and disclosed a 12.4% stake. On September 19 Orange Capital sent a letter to PHH recommending they (i) create a captive finance vehicle which would own a significant stake in the Company s newly originated and existing excess mortgage servicing rights ( MSRs ), (ii) hire a financial advisor to pursue a tax-efficient sale or IPO of Fleet Management Services, (iii) immediately commence a share repurchase program or tender offer for $150 million of common stock, and (iv) after resolving outstanding repurchase obligations and securing new financing for newly originated MSRs, offer to exchange the 6% convertible notes due 2017 for a combination of cash and stock. A copy of Orange Capital s Septe. 19 letter is available here: Legal counsel to Orange Capital Legal counsel to Scopia Management Page 8 of 14

9 PharmAthene, Inc. (PIP) Activist Investor: Prescott Group Capital Shares % Outstanding 5,244, % 1.81 Catalyst: On October 8 Prescott sent a letter to the board seeking additional disclosure about the proposed merger with Theraclone. Prescott would like more info on the SIGA litigation (which could be worth multiples of the current share price), and how the $134M in NOL's will be used. Share Price M 110M Enterprise Value 97M 13M -6M 52 wk. range EV/ Negative A copy of Prescott Group s October 8 letter is available here: Talisman Energy (TLM) Activist Investor: Carl Icahn Shares 61,554,602 Catalyst: % Outstanding 5.97% Icahn disclosed a 5.97% active stake in TLM and announced his intention to have conversations with management to discuss strategic alternatives which may enhance shareholder value, including, among other things, asset sales or potential corporate restructuring. Icahn may also seek board representation. Share Price B 12.5B Enterprise Value 17.6B -5B 2.5B 52 wk. range EV/ 7.0 Continue to Next Page Page 9 of 14

10 VIVUS Inc. (VVUS) Activist Investor: Clinton Group Shares ~1,000,000 Catalyst: % Outstanding ~1.0% On October 10 the Clinton Group sent a letter to the Board requesting the Company do more to provide information about the strength of its intellectual property assets. Share Price M 1.1B Enterprise Value 977M 152M -201M 52 wk. range EV/ Negative A copy of Clinton s October 10 letter is available here: We initially covered VVUS in our March 29, 2012 Catalyst Research Report and again on November 15 when QVT Financial disclosed an 8.3% active ownership stake (avg. cost of $6.95/sh) and announced they have engaged in a constructive dialogue with VVUS s CEO and Board about marketing the drug Qsymia. On January 17 First Manhattan Co (FMC) disclosed a 7.2% active stake in VVUS and stated concerns about declining value and strategic direction of its management. On March 7 FMC nominated 6 individuals for election to the board at the next annual meeting. On March 26 VVUS announced a $110M non-equity, royalty-based financing. On April 9 outside legal counsel for FMC (Schulte Roth & Zabel) sent a letter to VVUS agreeing to allow the company to interview its nominees if the Company publicly announces the date of the annual meeting be no later than June 30. FMC sent a letter to VVUS seeking to inspect the Company's books and records to determine (i) if certain company statements about drug prospects in Europe are misleading and (ii) if the board breached its fiduciary duty in connection with trades made by board members Hedge Fund Solutions issued in-depth research on this activist situation and hosted a webcast with 2 of FMC s nominees. Qualified investors interested in receiving this research, obtaining a copy of the webcast transcript, or listening to the webcast online can contact Brian Luster at APB Financial at bluster@abbygroup.com or On May 23 FMC (9.9% shareholder at an average cost of $10.70/share) announced it had added 3 nominees to its slate to replace all of VVUS's 9-member board at the July 15 annual meeting. One of FMC s nominees is from Sarissa Capital (a 1.9% VVUS shareholder) and former Managing Partner at Icahn Associates. On June 17 FMC sent an open letter to VVUS employees explaining that brighter days lie ahead with the right leadership. On July 1 FMC announced it has identified a CEO to replace the current VVUS CEO On July 3 FMC issued a presentation "Realizing the Value of Vivus" On July 5 ISS recommended shareholder vote for 3 FMC director nominees and Glass Lewis supported VVUS s slate of nominees. On July 14 (the day before the annual meeting) VVUS postponed its annual meeting. On July 16 FMC filed a complaint in DE Chancery court seeking to certify the voting results for the postponed annual meeting. On July 18 VVUS entered into a settlement agreement with FMC. Under the terms of the agreement the reconstituted board will include 6 FMC nominees and 4 VVUS nominees. In addition, FMC s CEO candidate is expected to be the new CEO and added to the 11-member reconstituted board. Legal counsel to FMC Proxy Solicitor to FMC; Legal Counsel to Clinton Group Page 10 of 14

11 Yongye International (YONG) Activist Investor: Glenhill Advisors Shares 1,941,001 Catalyst: % Outstanding 3.8% Glenhill announced that it does not support the $6.69/share going-private valuation and announced plans to vote 5.42 against the deal. Share Price M 323M Enterprise Value 165M 157M 180M 52 wk. range EV/ 0.98 On October 16, 2012 a 12.4% shareholder consortium led by the CEO submitted a proposal to acquire YONG for $6.60/sh in cash. Page 11 of 14

12 CONTACT INFORMATION: Hedge Fund Solutions, LLC Damien J. Park Tel FREE Subscription to the weekly report: or The Catalyst Equity Research Report is a general circulation weekly. Hedge Fund Solutions and/or its affiliates (the Firm ) may have a consulting relationship with the companies featured in this report (the Companies ). The Firm may also actively trade in the securities of the Companies for its own account. At any time, the Firm, funds it manages and/or its employees or their family members may have a long or short position in registered or non-registered securities or in options on any such security of any company mentioned in this report. The information contained in this report is not a complete analysis of every material fact with respect to the company, industry, or security and is not an offer or solicitation to buy or sell any security. Although opinions and estimates expressed in this report reflect the current judgment of the Firm, the information upon which such opinions and estimates are based is not necessarily updated on a regular basis. In addition, opinions are subject to change without notice. The Firm from time to time may perform consulting services for companies mentioned in this report and may occasionally possess material, nonpublic information regarding such companies. This information is not used in the preparation of this report. Facts and other information contained in this report have been obtained from the public sources considered reliable but are not guaranteed in any way. Hedge Fund Solutions Portfolio of Activist Investing Products Catalyst Investment Research Daily: Alerts Weekly: Catalyst Equity Research Report Quarterly Buying Analysis Top 50 Activist Investors Specific Activist Target Catalyst Investment Research Special Reports Shareholder Activism Report & Resource Portal Download a Brochure Page 12 of 14

13 PLATINUM SPONSORS Broker-Dealer APB Financial Group is a Special Situations Brokerage Firm tailored to investors seeking fundamental value and catalyst-driven activist investments. Contact: Steven Abernathy, Principal sabernathy@abbygroup.com Tel: PLATINUM SPONSORS Legal Advisers Olshan Frome Wolosky LLP is a law firm dedicated to providing personal service tailored to the specific requirements and concerns of the firm s clients. Olshan is widely recognized as a preeminent law firm in the activist strategy area, and represents experienced activist investors, funds new to the activist area, as well as other investment and hedge funds. Olshan has extensive experience advising clients in a wide range of activist strategies, from private negotiations with management to public, high profile proxy contests, including expertly and efficiently handling litigation relating to activist matters. We also specialize in mergers and acquisitions and hostile takeovers, with extensive expertise in these matters. Olshan s highly regarded attorneys provide a full range of legal services and are uniquely positioned to provide expert advice regarding the complicated and nuanced legal issues facing activist investors today. Contact: Steve Wolosky, Partner swolosky@olshanlaw.com Tel: Schulte Roth and Zabel LLP, one of the leading law firms in the activist investing area, has been involved in some of the highest-profile campaigns facing the business world in recent years. Serving both activist-only and occasional activists, the firm advises on federal securities law, state corporate law, Hart-Scott-Rodino, proxy rules and related matters, as well as handling investigations and litigations arising out of clients' activist activity. The firm, with over 375 lawyers in offices in New York, Washington, D.C., and London, has a long history of serving private equity and hedge fund clients. Contact: Marc Weingarten, Partner marc.weingarten@srz.com Tel: David Rosewater, Partner david.rosewater@srz.com Tel: Page 13 of 14

14 PLATINUM SPONSORS Proxy Advisors Alliance Advisors LLC is a multi-faceted shareholder communications firm specializing in proxy solicitation, corporate governance consulting, and information agent services. Our in-depth view of the investor communities and governance environment allows us to prepare for successful outcomes. Alliance Advisors fight team has built a distinguished reputation by successfully completing countless contested assignments. The team will complete a comprehensive analysis of the shareholder base and build a calculated battle plan accordingly. We will assist in the crafting and delivery of your message to the target audience, ensuring the message is heard and understood. Alliance Advisors consistently delivers successful outcomes to our clients. Contact: Peter Casey, Executive Vice President pcasey@allianceadvisorsllc.com Tel: Innisfree M&A Incorporated is a full service proxy solicitation/investor relations firm providing clients with sound tactical and strategic advice and results-oriented implementation in proxy and consent solicitations (whether friendly or contested), tender and exchange offers, mergers, rights offerings, strategic restructurings and other domestic and cross-border transactions requiring action by public security-holders. We provide expert consulting services on a wide range of matters, including executive compensation proposals, corporate governance issues and investor relations. Innisfree s reputation derives from our success in complex and/or contested situations. Key to that success is our ability to track, identify and understand the shifting dynamics of a company s security-holder base and provide battle-tested advice based on that information. We are convinced, and our unrivaled record demonstrates, that this refined, analytical based approach enables us to deliver the extraordinary results our clients expect. Contact: Arthur Crozier, Co-Chairman acrozier@innisfreema.com Tel: MacKenzie Partners, Inc. is a full-service proxy solicitation, investor relations and corporate governance consulting firm specializing in mergers-and-acquisitions related transactions. The firm has offices in New York City, Los Angeles, Palo Alto and London. MacKenzie's services include corporate governance consulting, security holder solicitations, information agent services for tender and exchange offers, beneficial ownership identification, market surveillance and associated financial, investor and media relations services. We work in close partnership with our client's attorneys, investment bankers and other consultants, providing advice and counsel at each stage of the transaction. Contact: Mark Harnett, President mharnett@mackenziepartners.com Tel: Page 14 of 14

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending November 11, 2011

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending January 4, 2013

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending August 17, 2012

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending November 29, 2013

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending November 8, 2013

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending May 31, 2013 SYMBOL

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending August 30, 2013

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending May 20, 2011 SYMBOL

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending November 23, 2012

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending January 1, 2010

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending June 7, 2013 SYMBOL

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending October 29, 2010

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending March 4, 2011

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending December 2, 2011

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending May 13, 2011 SYMBOL

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending December 13, 2013

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending February 25, 2011

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending October 25, 2013

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending September 23,

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending July 26, 2013

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending September 3, 2010

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending October 23, 2009

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending October 2, 2009

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending June 18, 2010

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending February 7, 2014

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending July 2, 2010 SYMBOL

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending November 18, 2011

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending August 9, 2013

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending November 7, 2014

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending August 23, 2013

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending November 16, 2012

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending January 17, 2014

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending October 26, 2012

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending June 26, 2009

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending September 5, 2014

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending March 26, 2010

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending July 16, 2010

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending October 28, 2011

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending October 7, 2011

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending August 19, 2011

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending April 17, 2009

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending April 30, 2010

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending October 1, 2010

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending February 15, 2013

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending September 24,

More information

Activism Defense Practice

Activism Defense Practice Activism Defense Practice Peter Casey Executive Vice President pcasey@allianceadvisorsllc.com 973-873-7710 Waheed Hassan, CFA Senior Managing Director whassan@allianceadvisorsllc.com 202-549-8399 Copyright

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending February 13, 2009

More information

Activist Defense Practice

Activist Defense Practice Activist Defense Practice Peter Casey Executive Vice President - Proxy Solicitation Group pcasey@allianceadvisorsllc.com Jeffrey Nisenson Senior Vice President - Market Surveillance Group jnisenson@allianceadvisorsllc.com

More information

Negotiating a Settlement with an Activist Investor

Negotiating a Settlement with an Activist Investor Ismagilov/Shutterstock.com Negotiating a Settlement with an Activist Investor In his regular column, Frank Aquila drafts a sample memo to a board explaining the issues to consider when negotiating a settlement

More information

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report emailed weekly. www.hedgerelations.com/research.html HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending May 1, 2009 SYMBOL

More information

Preparing for Shareholder Activism

Preparing for Shareholder Activism Preparing for Shareholder Activism December 16, 2014 Tom Johnson President and head of M&A, Abernathy MacGregor Robert B. Lamm Co-Chair, Securities and Corporate Governance Practice, of Counsel to Gunster,

More information

Shareholder Engagement and Activism:

Shareholder Engagement and Activism: Eduardo Gallardo, Gibson Dunn Brian Lutz, Gibson Dunn Lori Zyskowski, Gibson Dunn Matthew Sherman, Joele Frank Scott Winter, Innisfree Shareholder Engagement and Activism: Preparing for the 2018 Proxy

More information

RANGE OF MARKET CAPITALIZATION $10M - $100M $100M - $500M $500M - $1B $1B+

RANGE OF MARKET CAPITALIZATION $10M - $100M $100M - $500M $500M - $1B $1B+ WEEK ENDING SEPTEMBER 28 th 27 CATALYST EQUITY RESEARCH REPORT 25-27 Hedge Fund Solutions DAMIEN J. PARK, President 215.325.514 dpark@hedgerelations.com REPORT SUMMARY Number Of Activist Situations For

More information

Shareholder activism has long been used to refer to. Opinion PREPARING FOR SHAREHOLDER ACTIVISM

Shareholder activism has long been used to refer to. Opinion PREPARING FOR SHAREHOLDER ACTIVISM Holly J. Gregory PARTNER WEIL, GOTSHAL & MANGES LLP Holly specializes in advising companies and boards on corporate governance matters. Opinion PREPARING FOR SHAREHOLDER ACTIVISM In her regular column

More information

Frequently Asked Questions About Regulation FD. Updated September 20, 2000

Frequently Asked Questions About Regulation FD. Updated September 20, 2000 Frequently Asked Questions About Regulation FD Updated September 20, 2000 Frequently Asked Questions About Regulation FD What is the purpose of Regulation FD? The Securities and Exchange Commission adopted

More information

Shareholder Activism Webinar. Dealing with Evolving Activist Investor Strategies. March 12, Moderator: Shirley Westcott

Shareholder Activism Webinar. Dealing with Evolving Activist Investor Strategies. March 12, Moderator: Shirley Westcott Shareholder Activism Webinar Dealing with Evolving Activist Investor Strategies March 12, 2014 Moderator: Shirley Westcott Senior Vice President Alliance Advisors LLC. Copyright 2012 by Alliance Advisors,

More information

Dealing With Activist Hedge Funds

Dealing With Activist Hedge Funds November 21, 2013 Dealing With Activist Hedge Funds This year has seen a continuance of the high and increasing level of activist campaigns experienced during the last 14 years, from 27 in 2000 to more

More information

HD SUPPLY HOLDINGS, INC. REGULATION FD DISCLOSURE POLICY

HD SUPPLY HOLDINGS, INC. REGULATION FD DISCLOSURE POLICY HD SUPPLY HOLDINGS, INC. REGULATION FD DISCLOSURE POLICY Policy Statement HD Supply Holdings, Inc. (the Company ) is committed to the full, fair, accurate, timely and understandable disclosure of information

More information

Furthermore, no director, officer or employee who is in possession of material nonpublic information about the Company may disclose or pass along such

Furthermore, no director, officer or employee who is in possession of material nonpublic information about the Company may disclose or pass along such ACCO BRANDS CORPORATION INSIDER TRADING COMPLIANCE POLICY I. Purpose U.S. federal and state securities laws regulate the sale and purchase of securities in the interest of protecting the investing public

More information

EXPERT GUIDE Mergers & Acquisitions May 2014

EXPERT GUIDE Mergers & Acquisitions May 2014 EXPERT GUIDE Mergers & Acquisitions 2014 May 2014 Spencer D. Klein spencerklein@mofo.com +1 212 468 8062 Jeffery Bell jbell@mofo.com +1 212 336 4380 Enrico Granata egranata@mofo.com +1 212 336 4387 Recent

More information

ENOVA INTERNATIONAL, INC. CORPORATE DISCLOSURE/REGULATION FD POLICY

ENOVA INTERNATIONAL, INC. CORPORATE DISCLOSURE/REGULATION FD POLICY ENOVA INTERNATIONAL, INC. CORPORATE DISCLOSURE/REGULATION FD POLICY I. INTRODUCTION As a publicly-held company, Enova International, Inc. ( Enova ) is subject to certain obligations imposed by the federal

More information

A Brief Guide to Japanese Proxy Solicitations

A Brief Guide to Japanese Proxy Solicitations A Brief Guide to Japanese Proxy Solicitations Corporate Department September 2008 Many aspects of conducting a proxy solicitation involving a Japanese company are similar to those of the United States.

More information

Jason Industries, Inc. Corporate Policy

Jason Industries, Inc. Corporate Policy Jason Industries, Inc. Corporate Policy Title: INVESTOR RELATIONS AND CORPORATE COMMUNICATIONS POLICY Issued Date: October 2015 Supersedes: N/A Policy Number: 113 Issued By: Legal Expires: When Replaced

More information

Accounting Roundup. FASB Issues Derivatives Standard. SFAS 133 Implementation Issues. May 14, FASB Update Derivatives Standard Issued

Accounting Roundup. FASB Issues Derivatives Standard. SFAS 133 Implementation Issues. May 14, FASB Update Derivatives Standard Issued FASB Update Derivatives Standard Issued SFAS 133 Implementation Issues FASB Staff Positions FAF Makes Two FASB Appointments Recent FASB Meetings SEC Update Status of FASB Pronouncements Electronic Filing

More information

IN THE FACE OF AN UNSOLICITED BID

IN THE FACE OF AN UNSOLICITED BID IN THE FACE OF AN UNSOLICITED BID Given the significant decline in share prices, hostile bids are on the rise. At the same time, many companies are under increased pressure from shareholder activists to

More information

SECURITIES AND EXCHANGE COMMISSION FORM SC 14D9/A. Filing Date: SEC Accession No (HTML Version on secdatabase.

SECURITIES AND EXCHANGE COMMISSION FORM SC 14D9/A. Filing Date: SEC Accession No (HTML Version on secdatabase. SECURITIES AND EXCHANGE COMMISSION FORM SC 14D9/A Tender offer solicitation / recommendation statements filed under Rule 14d-9 [amend] Filing Date: 2000-07-07 SEC Accession No. 0000950123-00-006349 (HTML

More information

Compensation and Corporate Governance Disclosure and Proxy Solicitation

Compensation and Corporate Governance Disclosure and Proxy Solicitation Compensation and Corporate Governance Disclosure and Proxy Solicitation SEC Publishes Proposed Rules to Expand Disclosure Regarding Compensation and Corporate Governance Matters and to Clarify Proxy Solicitation

More information

Steps to Take to Make Your Company Less Vulnerable to Shareholder Activists

Steps to Take to Make Your Company Less Vulnerable to Shareholder Activists PRESENTATION TO NIRI SAN FRANCISCO CHAPTER WWW.ALSTON.COM Steps to Take to Make Your Company Less Vulnerable to Shareholder Activists Tuesday November 13, 2012 SPEAKER: Keith E. Gottfried, Partner Alston+Bird

More information

Great Elm Capital Corp. (NASDAQ: GECC) Investor Presentation Quarter Ended December 31, 2016

Great Elm Capital Corp. (NASDAQ: GECC) Investor Presentation Quarter Ended December 31, 2016 Great Elm Capital Corp. (NASDAQ: GECC) Investor Presentation Quarter Ended December 31, 2016 March 29, 2017 2017 Great Elm Capital Corp. Disclaimer Statements in this communication that are not historical

More information

REGULATION FD POLICY

REGULATION FD POLICY This document has been provided by the Society of Corporate Secretaries & Governance Professionals and is for individual use only. This document is not to be used for commercial purposes. REGULATION FD

More information

INSTITUTIONAL SHAREHOLDER SERVICES (ISS) AND GLASS LEWIS PROXY VOTING POLICIES AND OTHER DEVELOPMENTS FOR THE 2013 PROXY SEASON

INSTITUTIONAL SHAREHOLDER SERVICES (ISS) AND GLASS LEWIS PROXY VOTING POLICIES AND OTHER DEVELOPMENTS FOR THE 2013 PROXY SEASON January 29, 2013 INSTITUTIONAL SHAREHOLDER SERVICES (ISS) AND GLASS LEWIS PROXY VOTING POLICIES AND OTHER DEVELOPMENTS FOR THE 2013 PROXY SEASON To Our Clients and Friends: Institutional Shareholder Services

More information

Public Offering Consulting

Public Offering Consulting 2010 Public Offering Consulting Table of Contents Who We Are 3 Take Your Company Public 4 Why Go Public 5 How Princeton Corporate Solutions Can Help 7 Public Offering Services Offered By Princeton Corporate

More information

It s a Hostile World: Takeover Defense and Hostile Deals

It s a Hostile World: Takeover Defense and Hostile Deals Practising Law Institute Doing Deals 2017 It s a Hostile World: Takeover Defense and Hostile Deals Trevor S. Norwitz 1 Case Study: The Battle for Medivation San Francisco-based biopharmaceutical company

More information

SOUPMAN, INC. FORM DEF 14C. (Information Statement - All Other (definitive)) Filed 01/06/11 for the Period Ending 01/05/11

SOUPMAN, INC. FORM DEF 14C. (Information Statement - All Other (definitive)) Filed 01/06/11 for the Period Ending 01/05/11 SOUPMAN, INC. FORM DEF 14C (Information Statement - All Other (definitive)) Filed 01/06/11 for the Period Ending 01/05/11 Address 1110 SOUTH AVENUE, SUITE 100 STATEN ISLAND, NY 10314 Telephone 212-768-7687

More information

M&A ACADEMY CHOOSING AN ACQUISITION STRUCTURE AND STRUCTURING A DEAL

M&A ACADEMY CHOOSING AN ACQUISITION STRUCTURE AND STRUCTURING A DEAL M&A ACADEMY CHOOSING AN ACQUISITION STRUCTURE AND STRUCTURING A DEAL October 24, 2017 John Utzschneider and Gitte Blanchet 2017 Morgan, Lewis & Bockius LLP Agenda Overview of the Acquisition Process Basic

More information

US MERGER CONTROL MARCH 1, 2003

US MERGER CONTROL MARCH 1, 2003 US MERGER CONTROL KENNETH R. LOGAN AND JACK D ANGELO SIMPSON THACHER & BARTLETT LLP MARCH 1, 2003 Antitrust planning typically is a central part of every transaction and public takeover bids are no exception.

More information

THE SEC S M&A RELEASE: FINAL CHANGES IN THE REGULATION OF TAKEOVERS AND SECURITY HOLDER COMMUNICATIONS

THE SEC S M&A RELEASE: FINAL CHANGES IN THE REGULATION OF TAKEOVERS AND SECURITY HOLDER COMMUNICATIONS THE SEC S M&A RELEASE: FINAL CHANGES IN THE REGULATION OF TAKEOVERS AND SECURITY HOLDER COMMUNICATIONS SIMPSON THACHER & BARTLETT LLP FEBRUARY 10, 2000 The U.S. Securities and Exchange Commission (the

More information

FREQUENTLY ASKED QUESTIONS ABOUT REGULATION FD

FREQUENTLY ASKED QUESTIONS ABOUT REGULATION FD FREQUENTLY ASKED QUESTIONS ABOUT REGULATION FD Background What is Regulation FD? Regulation FD (for Fair Disclosure ), promulgated by the SEC under the Securities Exchange Act of 1934, as amended (the

More information

NYMEX HOLDINGS INC. FORM DEFA14A (Additional Proxy Soliciting Materials (definitive)) Filed 9/29/2005

NYMEX HOLDINGS INC. FORM DEFA14A (Additional Proxy Soliciting Materials (definitive)) Filed 9/29/2005 NYMEX HOLDINGS INC FORM DEFA14A (Additional Proxy Soliciting Materials (definitive)) Filed 9/29/2005 Address ONE NORTH END AVENUE WORLD FINANCIAL CTR NEW YORK, New York 10282-1101 CIK 0001105018 Fiscal

More information

SEC PROPOSED STANDARDS OF CONDUCT. FOR RETAIL ADVICE Chris Cox Jennifer Klass Steven Stone Brian Baltz May 9, Morgan, Lewis & Bockius LLP

SEC PROPOSED STANDARDS OF CONDUCT. FOR RETAIL ADVICE Chris Cox Jennifer Klass Steven Stone Brian Baltz May 9, Morgan, Lewis & Bockius LLP SEC PROPOSED STANDARDS OF CONDUCT FOR RETAIL ADVICE Chris Cox Jennifer Klass Steven Stone Brian Baltz May 9, 2018 2018 Morgan, Lewis & Bockius LLP Overview Background Overview of the Proposals Regulation

More information

Numerous Proposed 2009 Amendments to the Delaware General Corporation Law Reflect Heightened Focus on Governance Issues

Numerous Proposed 2009 Amendments to the Delaware General Corporation Law Reflect Heightened Focus on Governance Issues ClientAdvisory Numerous Proposed 2009 Amendments to the Delaware General Corporation Law Reflect Heightened Focus on Governance Issues March 10, 2009 Lawmakers in the state of Delaware may soon be addressing

More information

AVIS BUDGET GROUP, INC.

AVIS BUDGET GROUP, INC. AVIS BUDGET GROUP, INC. FORM 8-K (Current report filing) Filed 01/25/16 for the Period Ending 01/25/16 Address 6 SYLVAN WAY PARSIPPANY, NJ 07054 Telephone 973-496-5147 CIK 0000723612 Symbol CAR SIC Code

More information

LJ.S.D.C S.D N.Y. CASHIERS

LJ.S.D.C S.D N.Y. CASHIERS Case 1:08-cv-02764-LAK Document 1 Filed 03/17/2008 Page 1 of 31 UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK CSX CORPORATION, Plaintiff, THE CHILDREN'S INVESTMENT FUND MANAGEMENT (UK) LLP,

More information

M&A ACADEMY CHOOSING AN ACQUISITION STRUCTURE AND STRUCTURING A DEAL

M&A ACADEMY CHOOSING AN ACQUISITION STRUCTURE AND STRUCTURING A DEAL M&A ACADEMY CHOOSING AN ACQUISITION STRUCTURE AND STRUCTURING A DEAL Agenda Overview of the Acquisition Process Basic Forms of Acquisitions Basic Issues To Consider In Structuring The Deal Select Public

More information

DUCOMMUN INCORPORATED REGULATION FD POLICY GENERAL

DUCOMMUN INCORPORATED REGULATION FD POLICY GENERAL DUCOMMUN INCORPORATED REGULATION FD POLICY GENERAL Ducommun Incorporated (the "Company") is committed to providing timely, understandable, accurate, consistent and credible material information to its

More information

Vincent A. Vietti Partner

Vincent A. Vietti Partner Vincent A. Vietti Partner Princeton, NJ Tel: 609.896.4571 Fax: 609.896.1469 vvietti@foxrothschild.com Vince is an experienced corporate lawyer and is the co-chair of the firm s Public Companies Practice.

More information

BERKSHIRE HATHAWAY INC.

BERKSHIRE HATHAWAY INC. As filed with the Securities and Exchange Commission on December 23, 2009 Registration No. 333 163343 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S 4

More information

Capital Markets REPRESENTATIVE TRANSACTIONS

Capital Markets REPRESENTATIVE TRANSACTIONS Capital Markets REPRESENTATIVE TRANSACTIONS Helping businesses grow. Avidbank Holdings Private Placement $20 million Central Pacific Financial Corp. Secondary Offering $175 million July 2017 June 2015

More information

SJW GROUP AND CONNECTICUT WATER SERVICE, INC. TO COMBINE IN ALL-STOCK TRANSACTION TO CREATE LEADING WATER UTILITY COMPANY

SJW GROUP AND CONNECTICUT WATER SERVICE, INC. TO COMBINE IN ALL-STOCK TRANSACTION TO CREATE LEADING WATER UTILITY COMPANY SJW GROUP AND CONNECTICUT WATER SERVICE, INC. TO COMBINE IN ALL-STOCK TRANSACTION TO CREATE LEADING WATER UTILITY COMPANY Combined Company to be 3 rd Largest Investor-Owned Water and Wastewater Utility

More information

ISS Releases QualityScore Updates and Opens Data Verification Period

ISS Releases QualityScore Updates and Opens Data Verification Period November 2, 2016 SIDLEY UPDATE ISS Releases QualityScore Updates and Opens Data Verification Period ISS Publishes New Questions and Other Methodology Updates to Its QualityScore (Formerly QuickScore) Governance

More information

Exa Corporation. 3DS Acquisition 3 Corp., Dassault Systemes Simulia Corp. Dassault Systèmes S.E.

Exa Corporation. 3DS Acquisition 3 Corp., Dassault Systemes Simulia Corp. Dassault Systèmes S.E. Offer To Purchase For Cash All Outstanding Shares Of Common Stock of Exa Corporation at $24.25 Per Share by 3DS Acquisition 3 Corp., Dassault Systemes Simulia Corp. and Dassault Systèmes S.E. THE OFFER

More information

California Resources Corporation. Business Ethics

California Resources Corporation. Business Ethics California Resources Corporation Business Ethics Statement of Integrity California Resources Corporation carries on a tradition of producing oil and gas in California that stretches back many decades.

More information

Corporate Finance & Securities

Corporate Finance & Securities Jon Feldman Michael Partridge Goodmans LLP Activist Investing in Canadian Companies Since 2007, Canada like other jurisdictions has seen a significant increase in shareholder activism. This increase can

More information

While concerns about shareholder activism and the

While concerns about shareholder activism and the Yoo Jaechang/TongRo Images/Corbis Lessons for the 2015 Proxy Season In her regular column on corporate governance issues, Holly Gregory examines trends emerging from the 2014 proxy season and related developments,

More information

SIRIUS SATELLITE RADIO INC

SIRIUS SATELLITE RADIO INC SIRIUS SATELLITE RADIO INC FORM () Filed 7/25/2007 Address 1221 AVENUE OF THE AMERICAS 36TH FLOOR NEW YORK, New York 10020 Telephone 212-899-5000 CIK 0000908937 Fiscal Year 12/31 As filed with the Securities

More information

Energy-Focused Activism

Energy-Focused Activism Energy-Focused Activism February 2016 Latham & Watkins operates worldwide as a limited liability partnership organized under the laws of the State of Delaware (USA) with affiliated limited liability partnerships

More information

2017 AGGREGATE PROXY VOTING SUMMARY

2017 AGGREGATE PROXY VOTING SUMMARY 2017 AGGREGATE PROXY VOTING SUMMARY In this report, we summarize our proxy voting record for the 12-month period ended June 30, 2017 (the Reporting Period ). Our goal is to highlight some of the critical

More information

SJW Group Remains Committed to Merger of Equals with Connecticut Water and its Potential to Create Significant Long-Term Value for Shareholders

SJW Group Remains Committed to Merger of Equals with Connecticut Water and its Potential to Create Significant Long-Term Value for Shareholders SJW Group Remains Committed to Merger of Equals with Connecticut Water and its Potential to Create Significant Long-Term Value for Shareholders San Jose, CA April 19, 2018 SJW Group (NYSE: SJW) today issued

More information

Shareholder Activism Insight. A Schulte Roth & Zabel llp report in association with mergermarket

Shareholder Activism Insight. A Schulte Roth & Zabel llp report in association with mergermarket A Schulte Roth & Zabel llp report in association with mergermarket Contents Foreword 3 Methodology 3 Study findings 4 About SRZ 18 About mergermarket 19 Foreword Schulte Roth & Zabel is pleased to present

More information

Lecture 3 Shareholders and Shareholder Activism I. Prof. Daniel Sungyeon Kim

Lecture 3 Shareholders and Shareholder Activism I. Prof. Daniel Sungyeon Kim Lecture 3 Shareholders and Shareholder Activism I Prof. Daniel Sungyeon Kim What is Shareholder Activism? Activism by Individual Shareholders Monitoring by Large Shareholders Institutional Shareholders

More information