Craig Skotdal, one of the twelve directors of Cascade Financial, is unhappy with his fellow members.
Twelve sounds like an unwieldy size for a corporate board, but so far as I can tell yet that is not one of Skotdal's points. Rather, he is unhappy because his fellow board members don't know enough about banking (Cascade is the 8th largest community bank in Washington State) and as a consequence they are too subservient to bank management.
Skotdal has put forward his own slate: three nominees whose presence on the board would improve this situation: Tom Rainville, Arnold Hoffman, and Christian Sievers. The next annual meeting takes place next month.
David Duce, who chairs the corporate governance and nomination committee of the board, has sent a rather snippy letter to Skotda's lawyer, Gary F. Linden, expressing wonder that these candidates were willing "to be interviewed only as a group and only with your law firm present. As Mr. Skotdal is well aware, this is not consistent with the Nominating Committee's practices for evaluating board candidates...in light of your clients' recent actions, the disregard for procedures with which Mr. Skotdal is charged as a sitting Director with enforcing, and the lack of cooperation we have received in trying to assess the qualifications of your candidates, we are left to conclude you have no interest in working cooperatively."
In news that may be related, the SEC also recently refused Cascade's request for a no-action letter, in connection with a shareholder proposal submitted by Ed C. McRory. [A no-action letter is a more-or-less informal green light for a contemplated corporate action. A corporation asks the agency -- if we do X, can we proceed on the understanding you will take no enforcement action? So in this case the SEC said that it could not proceed on that understanding.]
Ed McRory, a shareholder, wants the next meeting to vote on a resolution requesting a compensation policy that "restricts the future granting, enlargement or enhancement of any golden parachute plan...."
Cascade, in a letter December 29, 2009, asked for no-action go-ahead concerning its planned exclusion of this proposal from the proxy materials, because it is (a) vague and indefinite, (b) relates to the company's ordinary business operations, and (c) has already been substantially implemented.
In a response March 4, 2010, the SEC said that it does not believe that the proposal is vague, or that it has been substantially imlemented. Accordingly, it can not be omitted from proxy materials on either of those grounds. The case with the claim of "ordinary business operations" is a little more complicated. If the proposal is meant to apply only to "senior executive compensation," then it is not an interference with ordinary business relations, and this contention too fails. The company was required to give McRory a chance to amend the proposal making clear that it is so restricted, and it can proceed with its proposed exclusion if and only if he refuses to do so.
Showing posts with label corporate governance. Show all posts
Showing posts with label corporate governance. Show all posts
Monday, March 29, 2010
Tuesday, February 2, 2010
Bibliographic Note
I've recently received via snail mail a catalog from Edward Elgar Publishing, giving titles that deal with a wide variety of legal/regulatory matters. One of their recent publications that might be of special interest to readers of this blog is: CORPORATE GOVERNANCE AND DEVELOPMENT, an anthology edited by Thankom Gopinath Arun, of the University of Central Lancashire and the University of Manchester, and John Turner, Queen's University Management School, Belfast.
The catalog descriubes the book as analyzing "the complex relationship between corporate governance and economic develpment by focusing on the reform of corporate governance, the role of the lagl system, and the interconnections with the financial system."
I'd also like to give a shout-out to two forthcoming books from EE.
CORPORATE GOVERNANCE IN MODERN FINANCIAL CAPITALISM, by three authors affiliated with the Stockholm School of Economics, Sweden: Markus Kallifatides, Sophie Nachemsson-Ewall, and Sven-Erik Sjostrand. Available in June 2010.
The authors focus on Old Mutual's takeover of Skandia as a test case of corporate governance.
CONTRACTUAL NETWORKS, INTER-FIRM COOPERATION AND ECONOMIC GROWTH, anothger anthology, edited by Fabrizio Cafaggi, of European University Institute, Italy. Available in September 2010.
Its authors postulate that "collaboration among firms of different sizes constitutes a potential response to numerous weaknesses of modern western industrial systems."
The catalog descriubes the book as analyzing "the complex relationship between corporate governance and economic develpment by focusing on the reform of corporate governance, the role of the lagl system, and the interconnections with the financial system."
I'd also like to give a shout-out to two forthcoming books from EE.
CORPORATE GOVERNANCE IN MODERN FINANCIAL CAPITALISM, by three authors affiliated with the Stockholm School of Economics, Sweden: Markus Kallifatides, Sophie Nachemsson-Ewall, and Sven-Erik Sjostrand. Available in June 2010.
The authors focus on Old Mutual's takeover of Skandia as a test case of corporate governance.
CONTRACTUAL NETWORKS, INTER-FIRM COOPERATION AND ECONOMIC GROWTH, anothger anthology, edited by Fabrizio Cafaggi, of European University Institute, Italy. Available in September 2010.
Its authors postulate that "collaboration among firms of different sizes constitutes a potential response to numerous weaknesses of modern western industrial systems."
Sunday, October 18, 2009
Firms and Transactions Costs
Last week, I wrote a few inadequate words about one of this year's Nobel laureates in economics, Elinor Ostrom.
Today, I will say a few about the other winner, Oliver Williamson. His work, as it turns out, cuts close to the core subject of this blog, the struggle for power in the corporate suites.
Williamson throughout his career has concerned himself with what is called the "theory of the firm." Crudely put, this is an effort to answer the question: why are some activities undertaken within a firm, and others are contracted for outside of its boundaries, in the market?
Suppose some firm (a corporation in the business of manufacturing widgts) owns the office building where it is headquartered. It could contract with another firm for janitorial services, or it could hire its own on-payroll janitors. In the one case, the maintenance functions of that building would be a market transaction, in the other case they would be a matter decisions made by the in-firm hierarchy. Obviously some firms do the one and other firms do the other. What determines which is which?
Williamson picked up on earlier work answering this sort of question by Ronald Coase (who received the Nobel himself in 1991). The Coase-Williamson answer is that there are costs as well as benefits in contracting a function out. There is the cost of searching among the possible providers, and checking among the competing maintenance servicers to see who has the better price, who has the fewer customer complaints and so forth. All of that requires time and expense. There are also costs asociated with striking a bargain with the outsiders, and costs associated with policing and enforcing compliance with the deal struck.
On the other hand, taking janitors onto the payroll, and creating an inhouse maintenance department for them, has costs, too. Just for example: there are various legal distinctions between "big business" and "small business" designed to favor the latter, and many of those distinctions turn on the number of employees. So creating such a department may push a firm past one or more thresholds whereby it will be treated more rigorously by the law of its jurisdiction as a "big business."
Separately, though, there is possibility that the in-house operation will be lazier than an outsourcing company. For that matter, so might a formally outsourced maintenance company with a sufficiently secure long-term contract. In either case, they won't be as "hungry" in a competitive sense as the widget making corporation might want them to be.
Williamson's point was the apparently simple one that both hierarchical and contractual means of solving a particular problem have costs, and that the relative size of those costs will differ from case to case. Businesses will tend to the approach that economizes on their costs. Or, as the press release put out by the Prize Committee says, Williamson say markets and firms as "represent[ing]. alternative governance structures which differ in their approaches to resolving conflicts of interest."
That is simple enough to say, but more complicated to work out in in sufficiently impressive detail to make a scholarly impression. Williamson did so, and contributed to the development of scholarly rigor in discussions of a range of issues in corporate governance.
Today, I will say a few about the other winner, Oliver Williamson. His work, as it turns out, cuts close to the core subject of this blog, the struggle for power in the corporate suites.
Williamson throughout his career has concerned himself with what is called the "theory of the firm." Crudely put, this is an effort to answer the question: why are some activities undertaken within a firm, and others are contracted for outside of its boundaries, in the market?
Suppose some firm (a corporation in the business of manufacturing widgts) owns the office building where it is headquartered. It could contract with another firm for janitorial services, or it could hire its own on-payroll janitors. In the one case, the maintenance functions of that building would be a market transaction, in the other case they would be a matter decisions made by the in-firm hierarchy. Obviously some firms do the one and other firms do the other. What determines which is which?
Williamson picked up on earlier work answering this sort of question by Ronald Coase (who received the Nobel himself in 1991). The Coase-Williamson answer is that there are costs as well as benefits in contracting a function out. There is the cost of searching among the possible providers, and checking among the competing maintenance servicers to see who has the better price, who has the fewer customer complaints and so forth. All of that requires time and expense. There are also costs asociated with striking a bargain with the outsiders, and costs associated with policing and enforcing compliance with the deal struck.
On the other hand, taking janitors onto the payroll, and creating an inhouse maintenance department for them, has costs, too. Just for example: there are various legal distinctions between "big business" and "small business" designed to favor the latter, and many of those distinctions turn on the number of employees. So creating such a department may push a firm past one or more thresholds whereby it will be treated more rigorously by the law of its jurisdiction as a "big business."
Separately, though, there is possibility that the in-house operation will be lazier than an outsourcing company. For that matter, so might a formally outsourced maintenance company with a sufficiently secure long-term contract. In either case, they won't be as "hungry" in a competitive sense as the widget making corporation might want them to be.
Williamson's point was the apparently simple one that both hierarchical and contractual means of solving a particular problem have costs, and that the relative size of those costs will differ from case to case. Businesses will tend to the approach that economizes on their costs. Or, as the press release put out by the Prize Committee says, Williamson say markets and firms as "represent[ing]. alternative governance structures which differ in their approaches to resolving conflicts of interest."
That is simple enough to say, but more complicated to work out in in sufficiently impressive detail to make a scholarly impression. Williamson did so, and contributed to the development of scholarly rigor in discussions of a range of issues in corporate governance.
Wednesday, February 25, 2009
Three brief items
1. Delaware state bar discussing corporate law change
The Delaware State Bar Ass'n has under consideration a proposal to amend the famously-influential Delaware General Corporate Law. If the bar association approves of them, the changes will be submitted to the General Assembly.
The proposed amendments include the creation of two new DGCL sections, Sections 112 and 113, that would (I quote a memo available through the website of Schulte Roth & Zabel) "greatly increase access to a corporation's proxy statement and the right to reimbursement for nominating directors to the corporation's board."
2. The Mark Cuban case
Mark Cuban is the defendant in an insider-trading complaint brought by the SEC in the US district court, northern district of Texas last fall. The SEC's theory of the case pushes at the outer boundaries of what had been considered 'insider trading,' or even 'tippee' status. That's enough reason to send a cheer or two his way.
I discussed the case when it was filed and won't repeat myself unduly.
Instead, I'll simply note that the judge hearing the matter, Sidney Fitzwater, has signed a scheduling order.
The parties have until July 1, 2009 to join other parties.
The party with the burden of proof on a given issue has until September 1 to designate its expertwitnesses, and the other party has until November 1 to designate its rebuttal expert witness.
They have until March 1, 2010 to file their motions for summary judgment.
After all that is disposed of, if nobody gets a summary judgment, the judge will consider the question of a date for trial.
3. Rambus antitrust case
The U.S. Supreme Court, on Monday, rejected a request by the FTC to review an appeals court ruling in favor of Rambus Inc. and against FTC's antitrust allegations. This should put an end to the controversy, underwy for seven years now, about whether Rambus, the owner of the patents to certain memory chips, had improperly manipulatred an industry standards setting group with anti-competitive intent.
The standards setting group was known as the Joint Electron Device Engineering Council (or JEDEC), and the allegation was in essence that Rambus' participation in the deliberations of JEDEC was that of a classic "mole." JEDEC was trying to enable its members to avoid patent hold-ups, and enable members of the industry to move ahead with common standards and without a lot of litigation. Rambus supposedly hid information about its own plans to patent certain technologies, so that in time it could say "aha!" to firms that had acted in the belief they could rely upon JEDEC standards.
In April 2008 the appeals court sided with Rambus, not because it rejected the general view that anti-competitive conduct could take that form but because the FTC had failed to show that Rambus's behavior gave it unlawful monopoly power.
The Delaware State Bar Ass'n has under consideration a proposal to amend the famously-influential Delaware General Corporate Law. If the bar association approves of them, the changes will be submitted to the General Assembly.
The proposed amendments include the creation of two new DGCL sections, Sections 112 and 113, that would (I quote a memo available through the website of Schulte Roth & Zabel) "greatly increase access to a corporation's proxy statement and the right to reimbursement for nominating directors to the corporation's board."
2. The Mark Cuban case
Mark Cuban is the defendant in an insider-trading complaint brought by the SEC in the US district court, northern district of Texas last fall. The SEC's theory of the case pushes at the outer boundaries of what had been considered 'insider trading,' or even 'tippee' status. That's enough reason to send a cheer or two his way.
I discussed the case when it was filed and won't repeat myself unduly.
Instead, I'll simply note that the judge hearing the matter, Sidney Fitzwater, has signed a scheduling order.
The parties have until July 1, 2009 to join other parties.
The party with the burden of proof on a given issue has until September 1 to designate its expertwitnesses, and the other party has until November 1 to designate its rebuttal expert witness.
They have until March 1, 2010 to file their motions for summary judgment.
After all that is disposed of, if nobody gets a summary judgment, the judge will consider the question of a date for trial.
3. Rambus antitrust case
The U.S. Supreme Court, on Monday, rejected a request by the FTC to review an appeals court ruling in favor of Rambus Inc. and against FTC's antitrust allegations. This should put an end to the controversy, underwy for seven years now, about whether Rambus, the owner of the patents to certain memory chips, had improperly manipulatred an industry standards setting group with anti-competitive intent.
The standards setting group was known as the Joint Electron Device Engineering Council (or JEDEC), and the allegation was in essence that Rambus' participation in the deliberations of JEDEC was that of a classic "mole." JEDEC was trying to enable its members to avoid patent hold-ups, and enable members of the industry to move ahead with common standards and without a lot of litigation. Rambus supposedly hid information about its own plans to patent certain technologies, so that in time it could say "aha!" to firms that had acted in the belief they could rely upon JEDEC standards.
In April 2008 the appeals court sided with Rambus, not because it rejected the general view that anti-competitive conduct could take that form but because the FTC had failed to show that Rambus's behavior gave it unlawful monopoly power.
Sunday, July 27, 2008
Important bankruptcy precedent
The US bankruptcy court in Delaware issued an opinion in late May that may prove important to financially distressed firms considering a bankruptcy filing.
I'm only finding out about it now, I'm afraid, because the Harvard Law School Corporate Governance Blog has expounded on it.
The precedent is Bridgeport Holdings Inc. Liquidating Trust v. Boyer , a directors' & officers' liability case. The gist of it is that liability may exist for breach of fiduciary duty where D&O authorized a distress sale of most of the debtor company's property prior to the bankruptcy filing.
The decision in May was NOT on the "fraudulent conveyance" claim. Such a claim had been made and had been settled in February 2007 for $25 million. No, the claim this year was against the D&O of the conveying company as individuals.
Also, the decision in May didn't by itself attach any liability to Messrs Boyer et al. It merely said that their motion to dismiss has failed -- the lawsuit goes forward. Still, it is significant.
The judge found that specific factual allegations can make out an actionable case that D&O Defendants breached their fiduciary duty of loyalty and failed to act in good faith by abdicating crucial decision-making to their restructuring advisor, and by sitting on their hands, so to speak: by failing to monitor his execution of the ’sell strategy,’ resulting in an abbreviated and uninformed sale process.
This action can go forward despite two facts that the directors thought, or hoped, would be dispositive in their favor: their are no allegations of self-dealing, i.e. that any of the directors benefitted from their supposed abdication; and the certificate of incorporation contains an exculpation provision, purporting to bar claims for breach of duty of care, gross negligence, lack of good faith, or waste.
I suspect this decision may be bad news from the point of view of our already dysfunctional corporate bankruptcy system, and I'll try to explain why in tomorrow's entry.
I'm only finding out about it now, I'm afraid, because the Harvard Law School Corporate Governance Blog has expounded on it.
The precedent is Bridgeport Holdings Inc. Liquidating Trust v. Boyer , a directors' & officers' liability case. The gist of it is that liability may exist for breach of fiduciary duty where D&O authorized a distress sale of most of the debtor company's property prior to the bankruptcy filing.
The decision in May was NOT on the "fraudulent conveyance" claim. Such a claim had been made and had been settled in February 2007 for $25 million. No, the claim this year was against the D&O of the conveying company as individuals.
Also, the decision in May didn't by itself attach any liability to Messrs Boyer et al. It merely said that their motion to dismiss has failed -- the lawsuit goes forward. Still, it is significant.
The judge found that specific factual allegations can make out an actionable case that D&O Defendants breached their fiduciary duty of loyalty and failed to act in good faith by abdicating crucial decision-making to their restructuring advisor, and by sitting on their hands, so to speak: by failing to monitor his execution of the ’sell strategy,’ resulting in an abbreviated and uninformed sale process.
This action can go forward despite two facts that the directors thought, or hoped, would be dispositive in their favor: their are no allegations of self-dealing, i.e. that any of the directors benefitted from their supposed abdication; and the certificate of incorporation contains an exculpation provision, purporting to bar claims for breach of duty of care, gross negligence, lack of good faith, or waste.
I suspect this decision may be bad news from the point of view of our already dysfunctional corporate bankruptcy system, and I'll try to explain why in tomorrow's entry.
Tuesday, June 10, 2008
TCI/CSX showdown. Themes
Continuing yesterday's entry about the Riskmetrics-sponsored webcast....
Michael Ward, the railroad's CEO, said early on in the company's presentation that "there's a growing recognition among public policymakers of the critical role of rail."
He seemed to mean a couple of things by that. First, I believe he wanted to wrap his cause in the mantle of homeland security. Imagine how terrible it would be if the US rail system fell into the hands of foreigners?
GI Joe and Tommy have been fighting together in the desert for some time now, so even given certain premises, most people find this a less than compelling danger when the damn furriners in question have their HQ in London.
But I think he meant something else, too. He meant that building up the rail system might be part of a national energy policy. They get more freight-transporting bang for the hydrocarbon buck than highway-travelling trucks. Letting TCI get seats on the board would threaten this because (in his view) TCI isn't interested in building up the railroad, but in deconstructing it for a quick buck.
Another speaker on the CSX side was Donna Alvarado, one of the incumbent directors. She took umbrage at TCI's contention that they're trying to shake up a lazy and entrenched board, that has let value-enhancing opportunities pass it by. Ms Alvarado said that, so the contrary, CSX is a model of enlightened corporate governance, "the board has opted out of anti-takeover statutes" for example, and its elections aren't staggered.
That was an interesting point, and frankly a better one than any Mr. Ward had made.
When TCI got its turn, they did in fact make the charge that Ms Alvarado had sought to pre-empt. Christopher Hohn, the fund's founder, said: "We see a really dramatic difference between companies that have strong boards and companies that have rubber-stamp boards," and that CSX is, alas, one of the latter.
Also, in reply to much of Mr. Ward's presentation, Mr. Hohn said: "If we were just looking to make a quick buck, we would have left CSX a long time ago."
Michael Ward, the railroad's CEO, said early on in the company's presentation that "there's a growing recognition among public policymakers of the critical role of rail."
He seemed to mean a couple of things by that. First, I believe he wanted to wrap his cause in the mantle of homeland security. Imagine how terrible it would be if the US rail system fell into the hands of foreigners?
GI Joe and Tommy have been fighting together in the desert for some time now, so even given certain premises, most people find this a less than compelling danger when the damn furriners in question have their HQ in London.
But I think he meant something else, too. He meant that building up the rail system might be part of a national energy policy. They get more freight-transporting bang for the hydrocarbon buck than highway-travelling trucks. Letting TCI get seats on the board would threaten this because (in his view) TCI isn't interested in building up the railroad, but in deconstructing it for a quick buck.
Another speaker on the CSX side was Donna Alvarado, one of the incumbent directors. She took umbrage at TCI's contention that they're trying to shake up a lazy and entrenched board, that has let value-enhancing opportunities pass it by. Ms Alvarado said that, so the contrary, CSX is a model of enlightened corporate governance, "the board has opted out of anti-takeover statutes" for example, and its elections aren't staggered.
That was an interesting point, and frankly a better one than any Mr. Ward had made.
When TCI got its turn, they did in fact make the charge that Ms Alvarado had sought to pre-empt. Christopher Hohn, the fund's founder, said: "We see a really dramatic difference between companies that have strong boards and companies that have rubber-stamp boards," and that CSX is, alas, one of the latter.
Also, in reply to much of Mr. Ward's presentation, Mr. Hohn said: "If we were just looking to make a quick buck, we would have left CSX a long time ago."
Wednesday, May 21, 2008
Proxy Fight at J-Power
The hedge fund TCI now says that it will wage a proxy contest among the shareholders of the Japanese electricity wholesaler J-Power, demanding higher dividends and a limit on cross-shareholdings.
Last month, TCI sought permission from the government of the country to raise its stake in J-Power to 20%. The government denied that request as I noted at the time, so the activist fund still has just below the 10% limit.
J-Power's annual meeting is set for June 26. TCI says that it plans to "expose serious conflict of interest of supplier and cross-shareholders" between now and then.
Cross-shareholding is a major corporate-governance issue that we haven't yet discussed on this blog. It refers to the practice whereby two corporations may hold shares in each other, therebvy entrenching the management of each against possible dissidents. The practice is quite common in Japan.
Should we stigmatize pressure upon Japanese countries of this sort, brought to bear by a London-based fund, as neo-imperialist? I don't see how that assists understanding, although those who wish may use the label at their pleasure. The world is getting to be a smaller place, and Japan of all countries knows the impossibility of autarky.
Last month, TCI sought permission from the government of the country to raise its stake in J-Power to 20%. The government denied that request as I noted at the time, so the activist fund still has just below the 10% limit.
J-Power's annual meeting is set for June 26. TCI says that it plans to "expose serious conflict of interest of supplier and cross-shareholders" between now and then.
Cross-shareholding is a major corporate-governance issue that we haven't yet discussed on this blog. It refers to the practice whereby two corporations may hold shares in each other, therebvy entrenching the management of each against possible dissidents. The practice is quite common in Japan.
Should we stigmatize pressure upon Japanese countries of this sort, brought to bear by a London-based fund, as neo-imperialist? I don't see how that assists understanding, although those who wish may use the label at their pleasure. The world is getting to be a smaller place, and Japan of all countries knows the impossibility of autarky.
Tuesday, March 4, 2008
GenCorp meeting date set
GenCorp's shareholder's meeting is now set for March 26 at the Ritz-Carlton in Washington, DC. The record date is February 1.
To their credit (in my humble opinion) the board of GenCorp has made some moves over the last couple of years to modernize their system of governance. It has separated the role of chairman from that of chief executive; it has allowed the expiration of an old "poison pill" provision; and it has declassified its board.
Of course, it has done these things under pressure. Still, it has done them.
Also, over the same two year period the price of a share of GenCorp (NYSE: GY) has been in decline. It was worth about $19 two years ago, and is worth somewhat less than $11 today.
The dissident slate available to voters at this month's meeting is backed by hedge fund Steel Partners.
To their credit (in my humble opinion) the board of GenCorp has made some moves over the last couple of years to modernize their system of governance. It has separated the role of chairman from that of chief executive; it has allowed the expiration of an old "poison pill" provision; and it has declassified its board.
Of course, it has done these things under pressure. Still, it has done them.
Also, over the same two year period the price of a share of GenCorp (NYSE: GY) has been in decline. It was worth about $19 two years ago, and is worth somewhat less than $11 today.
The dissident slate available to voters at this month's meeting is backed by hedge fund Steel Partners.
Wednesday, December 26, 2007
Datascope Results: Tie Game
Datascope held its annual meeting on December 20. This was the big showdown. Or (as Jon Stewart likes to say) not so much.
The activist investor/hedge fund manager Ramius wanted to put two new faces on the seven member board. The company stood by the two corresponding incumbents up for re-election, James J. Loughlin or William L. Asmundson.
It now appears that one of the two dissident nominees, David Dantzker, has won a seat, but that the other, William Fox, has not. It isn't clear yet whether Dr. Dantzker's victory will be at Mr. Loughlin's expense, or Mr. Asmundson's. That will presumably be straightened out when the meeting reconvenes January 3.
The December 20 meeting seems to have been devoid of bile. Although this lessens the amusement value of the enterprise since the snappiest quote I can give you from a Ramius representative at the meeting is: "We do believe operations and corporate governance can be much improved," the amity is probably good for the stock price. Datascope was worth $2.30 a share at close of business last Tuesday, a little more than a day before the meeting convened, but is trading above $2.40 as I write.
Smiles and sugarplums all round, then.
The activist investor/hedge fund manager Ramius wanted to put two new faces on the seven member board. The company stood by the two corresponding incumbents up for re-election, James J. Loughlin or William L. Asmundson.
It now appears that one of the two dissident nominees, David Dantzker, has won a seat, but that the other, William Fox, has not. It isn't clear yet whether Dr. Dantzker's victory will be at Mr. Loughlin's expense, or Mr. Asmundson's. That will presumably be straightened out when the meeting reconvenes January 3.
The December 20 meeting seems to have been devoid of bile. Although this lessens the amusement value of the enterprise since the snappiest quote I can give you from a Ramius representative at the meeting is: "We do believe operations and corporate governance can be much improved," the amity is probably good for the stock price. Datascope was worth $2.30 a share at close of business last Tuesday, a little more than a day before the meeting convened, but is trading above $2.40 as I write.
Smiles and sugarplums all round, then.
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