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10.27.05

The Futility of “Just Voting ‘No’” – October 27, 2005

Posted in Blogroll at 2:21 pm

Yesterday I received a breakdown of the votes cast in the News Corp. AGM. Of the 1,029,579,988 shares eligible to be voted, more than 816 million were voted, but more than 552 million of these were cast on behalf of the controlling group of Rupert Murdoch with his ally the Saudi prince Al Walid, and sometime rival John Malone adding his support. Of the minority shareholders, 264 million shares were voted, with from 43% to 51% voting to 'Withhold' from the four directors and 62% voting against Read more [...]

10.24.05

News Corp: Written in Wind and Running Water- October 24, 2005

Posted in Blogroll at 2:29 pm

Over 2,000 years ago, the Latin poet Catullus, betrayed by his mistress, made the sour observation that "what a woman in passion tells her lover should be written in wind and running water." Down through the centuries, many lovers of both sexes, disappointed by promises unkept, have echoed these sentiments. Nonetheless, it took deliberate action on the part of all the Common Law legislatures—so-called "heartbalm statutes"—to make such lovers' promises unenforceable at law. But now Read more [...]

09.01.05

When Governance Engagement Works: Fresenius Re-visited – September 1, 2005

Posted in Blogroll at 2:31 pm

The efforts of a small group of active investors attempting to engage Fresenius on that company's proposed reorganization appear to have borne fruit. Although the group, led by the U.K.'s largest pension-fund manager, Hermes, apparently had no chance of actually derailing the transformation of Fresenius into a quoted, limited partnership (KGaA), they were important enough and credible enough to be able to persuade the company to make some important modifications in its proposed new structure. Read more [...]

08.15.05

The Reorganization of Fresenius: Is there a Case for Reasoned Inaction? – August 15, 2005

Posted in Blogroll at 2:33 pm

There is an investor-led campaign to reject the reorganization scheme proposed by the German health-care company, Fresenius, which is the world's largest provider of kidney-dialysis machines and services. Management is proposing that the company abandon its current status as a public corporation (an AG in the German abbreviation) in order to become a publicly-quoted limited partnership (KGaA) with its controlling shareholder—a holding corporation— as the general partner. As justification Read more [...]

07.19.05

The ICGN Conference: Some Afterthoughts – July 19, 2005

Posted in Blogroll at 2:35 pm

In the generally warm, fuzzy aftermath of the International Corporate Governance Network's recent Annual Conference at the Guildhall in London, two sobering reflections continue to dog my memories of what was otherwise an extraordinarily successful conference. On the face of it, the conference was a resounding success. Despite the terrorist attacks of July 7th which paralyzed London transport and prevented several speakers from arriving in the U.K. at all, more than 500 delegates showed up over Read more [...]