The Shareholder Activism Resource Portal

The Resource Portal supplements online The Shareholder Activism Report with regular updates. It also contains other resources that could not be incorporated in the printed edition, such as a more comprehensive selection of corporate and investor documents as well as a library of literature (including academic journals and client memorandum by prominent professional firms) on a diverse array of related topics. Click on the sections below or on the left-hand menu to browse the Resource Portal.

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Contents

The Weekly Activist Reports

These reports highlight the companies where activist investors have taken sizeable ownership positions and are pressing management to enact change.

The reports, which are published on a weekly basis by Hedge Fund Solutions, provide detailed commentary on every activist investment filed with the SEC.

Directory of Activist Investors

This section lists in alphabetical order all shareholders who filed a Schedule 13D with the SEC in the 2008-2009 calendar years and followed such filing with an explicit request for change from the public company. By referring to this list, a company can easily verify whether a new investor in the company's shareholder base (or a shareholder from whom the company has received a significant request) has previously engaged in activism strategies.

Top 50 Activist Investor Profiles

This section features detailed profiles of the top 50 activist investors currently operating in the United States. Investor profiles include: fund description; fund manager contact information; list of current investments; a detailed description of recent activism situations; and references to a variety of activism-campaign related documents.

The section was designed to assist companies in the preliminary education process, in which they learn about these investors’ structure, investment style, and track record. By referencing documents used by single activists in previous campaigns, the reader can gain insights as to the fund’s tactics and methods. This is particularly true for documents such as letters sent to management or the board and investor presentations made in the course of a proxy solicitation. The profiles are exclusively based on public information acquired from SEC filings and investor websites, and often corroborated through direct contact with the respective investors.

Proxy Contest Fact Sheets

This section summarizes the most notable proxy contests that ended in a shareholder vote in the 2009 meeting season.

Summaries are provided as a reference and benchmarking tool. They comprise essential information on: target company; activist investor(s); activist demand(s); data on institutional voting; and campaign outcome.

Data in each fact sheet are corroborated with a list of advisors to the target company and the dissident investor (i.e., legal, public relations, proxy solicitors, board assessment providers, board and executive search services, etc.)

Case Studies

This section presents four companies—Target Corporation, Federal Signal Corp., The Children’s Place Retail Stores, Inc., and Amylin Pharmaceuticals Inc.—in which dissident shareholders sought board representation in 2009.

The companies operate in industries as diverse as retail, manufacturing, and pharmaceuticals. While all of the dissidents were attempting to promote change, including fundamental changes in strategy, operations, organizational structure, corporate governance, and business divestiture, their equity ownership ranged from 3 to 30 percent of the company’s shares outstanding.

Each case study provides the sequence of events that took place leading to a shareholder vote. Within each case study, boxed material highlights the industry in which the company operates, enterprise value, and board structure, along with the activist’s ownership and set of demands.

Activist Campaign Documents (by Categories)

This section offers a selection of sample documents that may prove useful during a shareholder activism campaign, including: DE220 letters to access shareholder lists; letters to management; shareholder proposals for director nominations; presentations made in the course of proxy solicitations; and settlement agreements.

Literature (by Topics)

This section contains a library of literature (including academic journals and client memorandum by prominent professional firms) on a diverse array of topics related to shareholder activism. Topics include: investors types; investment strategies; target profiles; activist tactics; corporate governance standards; and defensive measures.

Related Resources by The Conference Board

This section offers complimentary access to a number of related publications by The Conference Board, including the latest edition of: the bestselling Corporate Governance Handbook: Legal Standard and Board Practices; The Institutional Investment Report: Trends in Asset Allocation and Portfolio Composition; The Top Executive Compensation Report; and The Directors' Compensation and Board Practices Report.

The Expert Committee on Shareholder Activism

In order to corroborate the research on what is, undoubtedly, an increasingly complex and multi-faceted phenomenon, The Conference Board has drawn on a group of experts in several professional disciplines. The Expert Committee on Shareholder Activism was convened in October 2009 and is composed of leading professionals who contributed to the project a diverse array of expertise (legal, financial, proxy solicitation, investor relations, board assessment and succession planning, among others).

Members of the committee provided comments and suggestions on the recommendations included in Part I of the Report, and endorsed their final formulation. In addition, the group remains engaged in the development and update of The Shareholder Activism Resource Portal.

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