NACD Board Leadership Conference NACD Chapter System NACDonline.org

Shareholder Activism: What You Need to Know

New England Chapter
Classroom
April 14, 2015
Newton, MA


Overview

 

For corporate directors, the career implications of a shareholder activist campaign can be staggering. A 2013 study by The University of Chicago’s Booth School of Business showed that by the third year after a proxy contest directors lose 17% of their outside directorships. In terms of the economic cost, researchers found directors of targeted companies experience a $1.3 million to $2.9 million loss of wealth.  So when noted activists talk, it pays to listen. Our April 2015 Breakfast Event brings together four experts in the field of shareholder activism who will discuss the essential information you need as we slide into the 2015 proxy season.  Matt Peltz’s firm, Trian Fund Management, is embroiled in a campaign against DuPont.  Jared Landaw’s firm,  Barington Capital Group, has just added two directors to the Board of OMONVOA Solutions and has nominated two more for election at lock-and-latch maker The Eastern Company.   This comes  after successfully pressing for the replacement of the Chairman and CEO of Darden Restaurants.  Ethos Management’s Kenneth Traub, sits on four company boards, while Damien Park’s Hedge Fund Solutions is one of the nation’s premier activist consulting firms.  The threat of activist investors encircling your company can be intimidating. This event will enable you to understand why certain companies are targeted, and how to evaluate your own organization from an activist’s perspective. Your reputation may depend on it.  


Documents

 
  NACDNE April 2015 Meeting Summary



Location and Time

 

Newton Marriot Hotel
2345 Commonwealth Avenue
Newton, MA 02466


Program: 7:30 AM - 9:00 AM
Registration Begins 30 minutes prior.



Speaker Spotlight

 
Jared Landaw

Jared L. Landaw

Jared LandawJared L. Landaw is the Chief Operating Officer and General Counsel of Barington Capital Group, L.P., an activist hedge fund that has assisted numerous publicly traded companies in implementing various operational, strategic and corporate governance improvements to enhance long-term shareholder value. Prior to working at Barington, he was the Vice President of Law at International Specialty Products Inc. (ISP), where he worked directly with the company's chairman, Samuel J. Heyman, on a variety of activist investments and was the recipient of the Chairman's Award for "outstanding work and notable contribution to the affairs of the Company." Prior to working at ISP, Mr. Landaw was an attorney at Skadden Arps Slate Meagher & Flom LLP. Mr. Landaw is a frequent speaker on corporate governance and public company shareholder issues, including at the Society of Corporate Secretaries' 2014 National Conference, the Ethics & Shareholder Value Summit, the Hedge Fund General Counsel Summit, the General Counsel Conference, the Hedge Fund Activism and Shareholder Value Summit, and Deal Magazine's M&A Outlook Conference. He also chairs the New York City Bar Association's continuing legal education programs on activist investing. Mr. Landaw holds a B.A. from Colgate University, where he was elected to Phi Beta Kappa, and a J.D. from Columbia University School of Law, where he was a Harlan Fisk Stone Scholar.

Damien Park

Damien Park

Damien Park is the Founder and Managing Partner of Hedge Fund Solutions (HFS) - a consulting and activist investment research firm. Mr. Park founded HFS in 2003 and has since become a leading expert in the area of shareholder activism and corporate governance. He is regularly retained by institutional investors, CEOs, boards of directors, and special committees seeking dependable counsel on a wide variety of complex issues relating to shareholder activism, unsolicited acquisition proposals, and corporate governance. He has managed dozens of proxy contests and has led negotiations on numerous settlement agreements. In 2009 Mr. Park became Co-Chairman of The Conference Board’s Expert Committee on Shareholder Activism. He is often quoted in leading media outlets, including NPR’s Marketplace, The Wall Street Journal, The New York Times, The Financial Times, The Economist, The Journal of Applied Corporate Finance, Bloomberg/BusinessWeek, CFO Magazine, Absolute-Return Magazine, The Deal, CNN Money, The Nikkei and Newsweek Japan. Mr. Park frequently speaks at top business schools and professional conferences, contributing his perspective on issues regarding hedge fund activism, corporate governance reform, effective stakeholder communications and shareholder value improvement initiatives. Mr. Park is a dual citizen of the United States and Ireland and holds an MBA from Trinity College Dublin, Ireland. He is on the Board of Directors of Deer Valley Corporation (Ticker: DVLY) and is a founding board member of the Nightlight Foundation, a non-profit organization designed to support individuals with autism through affordable, supervised residential living.

Matt Peltz

Matt Peltz

Matt PeltzMatt Peltz is a Partner and has been a member of the investment team of Trian since January 2008. As a member of the investment research team, his responsibilities include sourcing new ideas across equity markets where Trian can work with management to improve operating performance and drive earnings growth. In addition to idea generation and leading due diligence on potential Trian investments, Mr. Peltz also spends a significant amount of time focusing on portfolio construction and risk management across the portfolio. In December 2012, Mr. Peltz was recognized by Forbes as among the 30 “brightest stars under the age of 30” in the field of finance (Forbes 30 Under 30). Mr. Peltz is a director of Arby’s Holding Corporation (the parent company of the Arby’s® restaurant brand). Prior to joining Trian, Mr. Peltz was with Goldman Sachs & Co. from May 2006 to January 2008. During his tenure at Goldman, Mr. Peltz worked in the investment bank as an analyst and subsequently joined Liberty Harbor, an affiliated multi-strategy hedge fund. Mr. Peltz is member of the Andover Development Board at Phillips Academy. Mr. Peltz received a B.A. from Yale University. Mr. Peltz is the son of Nelson Peltz.

Kenneth Traub

Kenneth Traub

Kenneth TraubKenneth Traub has been engaged in shareholder activism from many angles – as a CEO, active investor and director on numerous public company boards. Mr. Traub is currently president of Ethos Management, which specializes in driving strategic, operational and financial changes in undervalued public companies to build and unlock shareholder value. Mr. Traub discovered financial irregularities at American Bank Note Holographics on his first day of work as Chief Financial Officer, and shortly thereafter became President and then CEO of this NYSE listed market leading supplier of anti-counterfeiting technologies. Mr. Traub led the turnaround, which included replacing the entire board of directors and management team, resolving all financial, legal, operational and governance problems created by former management, rebuilding and selling the company, yielding over 1000% gain for shareholders. Mr. Traub currently serves on the boards of directors of the following publicly traded companies: (i) as Chairman of the board of MRV Communications, Inc. (MRVC), a global provider of optical communications network infrastructure equipment and services, (ii) DSP Group, Inc. (DSPG), a leading global provider of wireless chipset solutions for converged communications, (iii) Athersys, Inc. (ATHX), a biotechnology company engaged in the discovery and development of therapeutic product candidates, and (iv) Vitesse Semiconductor Corp. (VTSS), a leading provider of advanced IC solutions for carrier, enterprise and IoT networks. Mr. Traub previously served on the boards of directors of Phoenix Technologies, Inc. (PTEC) from 2009 until its sale in 2010, MIPS Technologies, Inc. (MIPS) from 2012 until its sale in 2013, iPass, Inc. (IPAS) from 2009 to 2013 and Xyratex Limited from 2013 until its sale in 2014. Mr. Traub also served as the Chairman of the Board of the New Jersey Chapter of Young Presidents Organization ("YPO"). Mr. Traub earned a BA Degree from Emory University in 1983 and an MBA from Harvard Business School in 1988.

Gloria Cordes Larson

Gloria Cordes Larson, Esq.

Gloria Cordes Larson, Esq. is President of Bentley University and is a prominent lawyer, public policy expert, and business leader. Larson serves as a director of Unum Group, chairing Unum's Regulatory Compliance Committee. She recently joined the board of Boston Private Financial Holdings, Inc. Larson previously served as a director on the boards of KeySpan Energy and RSA Security before the companies were acquired by National Grid and EMC, respectively. She presently holds the post of president of the Massachusetts Conference for Women and is the past president of the Massachusetts’ Women's Forum. In addition she is a board or advisory council member of several prominent professional, charitable and civic organizations including Boston 2024 (the group charged with developing Boston’s bid for the 2024 Summer Olympics), Roger Williams University School of Law, the Massachusetts High Technology Council, the University of Massachusetts Center for Collaborative Leadership, and Rosie's Place. She is a member of the Bar in Massachusetts and Virginia. Larson, formerly the Co-Chair of the Government Strategies Group at Foley Hoag LLP, a leading national law firm, managed a practice that covered a broad array of federal, state and local regulatory and business development issues, including real estate development, energy, insurance, environmental permitting, transportation, advertising and internet privacy matters. Widely influential in economic policy, Larson led a business advisory cabinet for former Massachusetts Governor Deval Patrick, and served as co-chair of his transition team in 2006. She was Secretary of Economic Affairs from 1993 to 1996 and Secretary of Consumer Affairs and Business Regulation from 1991 to 1993, under Massachusetts Governor William Weld. Prior to her state service, she oversaw business and regulatory issues at the federal level as a senior official with the Federal Trade Commission (FTC). Larson served as an attorney advisor to FTC Commissioner Patricia Bailey from 1981 to 1988, and as the Deputy Director of Consumer Protection at the FTC from 1990 to 1991.

Accreditation

 




Question about this Event?

Contact NACD New England Chapter 

phone: 781-461-2668

fax: 978-462-4979

email: info@nacdne.org