Sunday, May 19, 2013

Stocks DD Cites: Hedge Fund Elliot gets 3 board seats in Hess's Proxy Fight


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QUOTE
Elliot owns 4.5% of Hess.


The hedge fund singled out Hess’s board, which it said was packed with cronies of the founding family, like Thomas H. Kean, the former governor of New Jersey, and Samuel A. Nunn, a former United States senator from Georgia.
Elliott put together its own slate of directors, including Rodney F. Chase, a former deputy chief executive of BP, and Harvey Golub, the former chief of American Express. And it called for what is essentially a breakup of the company, into an international oil exploration concern and a domestic driller.
Late on Wednesday, the two sides began discussing what Elliott considered an olive branch, according to people briefed on the matter who were not authorized to speak publicly about the talks. The hedge fund was already confident that it would win the vote: one of its preliminary counts had about 148 million votes cast in its favor, versus about 132 million for Hess.
The two sides huddled separately for hours at the Four Seasons hotel near Hess’s offices here, these people said. Hess and its advisers, including Goldman Sachs, the law firm Wachtell, Lipton, Rosen & Katz and the proxy soliciting firm Mackenzie Partners, commandeered the hotel bar and the nearby business center. Elliott and its group, including the law firm Paul, Weiss and the proxy solicitor Okapi Partners, operated largely from a conference room one floor above.
One of the lawyers working for Elliott was Samantha Lipton, the daughter of a Wachtell co-founder, Martin Lipton.
By dawn, the two sides had largely negotiated an agreement. And hours later, what some advisers had expected to be a tense, fractious shareholder meeting instead passed quickly and quietly. QUOTE


http://dealbook.nytimes.com/2013/05/16/hess-and-elliott-settle-fight-over-companys-board/

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Saturday, May 18, 2013

Stocks DD Cites: CALPERS the $200b gorilla well known for activism


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Proxy Fights
For the full list go here-> http://www.calpers-governance.org/proxyvoting/home

http://www.law360.com/articles/24125/calpers-seeks-proxy-access-at-unitedhealth
"The California Public Employees' Retirement System, also known as CalPERS, said Monday its proposal will allow shareholders who own at least 3% of the company’s stock for more than two years to nominate two directors."

http://www.reuters.com/article/2009/10/01/idUS218931+01-Oct-2009+BW20091001
The California Public Employees Retirement System (CalPERS) said it plans to
vote its shares for the Shamrock Activist Value Fund, L.P. nominees and shareholder proposals. Since announcing its nomination of three candidates to the Texas Industries Board of Directors and its three corporate governance shareholder proposals, Shamrock Activist Value Fund, L.P. has gained the public support of two of the company`s largest shareholders. Southeastern Asset Management, Inc., which holds more than 9% of the outstanding shares of Texas Industries common stock, publicly announced on Sept. 1, 2009 that it will vote for all three Shamrock Activist Value Fund, L.P. nominees and all three of its shareholder proposals.


http://www.consumerwatchdog.org/story/calpers-opposes-wellpoint-anthem-deal-calls-proxy-fight
Citing "excessive" executive compensation, the nation's largest public pension fund said Monday it would fight the proposed merger ofWellPoint Health Networks and Anthem Inc. that would create the nation's largest health maintenance organization. CalPERS directors also called on Gov. Arnold Schwarzenegger through his Department of Managed Health Care to hold a public hearing on the merger and impose its authority to prohibit improper spending on administrative costs such as executive compensation.

 http://articles.latimes.com/2013/feb/07/business/la-fi-tn-shareholder-greenlight-sues-apple-to-block-stock-proposal-20130207
CalPERS apparently liked the fact that Apple's proposal called for the majority election of all directors, in addition to the elimination of what CalPERS termed the "blank check" preferred stock. 

Any Tom, Dick and Harry can submit an investment proposal to CALPERS
http://www.calpers.ca.gov/index.jsp?bc=/investments/investment-proposals.xml

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Friday, May 17, 2013

Stocks DD Cites: Whalewisdom update on q1 13f filings on Taro - Calpers has a token position now


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Filer   Shares Held Market Value Change in  Shares


BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC 651,737 $38,250,444 8,073
RAGING CAPITAL MANAGEMENT, LLC 447,583 $26,268,646 27,200
GREYWOLF CAPITAL MANAGEMENT LP 390,286 $22,905,885 202,789
ANCIENT ART, L.P. 259,848 $15,250,479 136,017
RENAISSANCE TECHNOLOGIES LLC 125,400 $7,359,726 39,400
CONSONANCE CAPITAL MANAGEMENT LP 57,356 $3,366,224 57,356
D. E. SHAW & CO., INC. 44,200 $2,594,098 44,200
ATIVO CAPITAL MANAGEMENT LLC 28,741 $1,686,809 28,741
NAVELLIER & ASSOCIATES INC 21,023 $1,234,000 67
LOEB OFFSHORE MANAGEMENT LP 20,000 $1,173,800 39,500
CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM 14,856 $871,899 14,856
BLACKROCK INSTITUTIONAL TRUST COMPANY, N.A. 12,763 $749,060 8,754


Calpers is a well known activist investor. Right now their position is small. We don't know when they initiated their position. The big question is are they accumulating and is it harbinger for activism and a potential proxy fight to unlock shareholder value in TARO.

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