Sunday, August 2, 2009

Three brief items

1. Ruisi Leaves Rowan's board

Rowan Companies Inc., an oil and gas drilling company based in San Francisco, Calif., said in a filing July 29th (Wednesday) that Lawrence Ruisi has resigned from its board of directors.

Ruisi was there at the designation of Steel Partners II LP, which named him to the board back when Steel Partners owned 9.5% of Rowan's equity, and was seeking to change the strategic direction of what it saw as an undervalued company. Those days are gone. Steel Partners' attention has moved elsewhere, and it now owns only 3.8% of Rowan.

2. Children's Place to Buy 2.45 million shares from Dabah

Ezra Dabah is a former chief executive of Children's Place Retail Stores Inc., a children's apparel retailer. He left that post at the recommendation of the board in September 2007.

Dabah tried to buy the company last year, and this year he seemed poised to wage a proxy fight to gain control of Children's Place at the stockholders meeting July 31, Friday. He had a slate of three allies in the running. If they had all won, then (given his own seat and that of his father-in-law, Stanley Silverstein) he would have had that control.

It was not to be. Instead, the company agreed to buy half of Dabah's stake from him, i.e. 2.45 million shares.

3. Carlisle Goldfields Ltd (CGJ), a Canadian firm engaged in the exploration and development of mineral properties, held its annual shareholders meeting Friday, July 31.

One of the bones of contention between management and dissidents was the cause of the de-listing of CGJ from the Toronto Stock Exchange on June 16, 2009. Dissidents appear to have blamed it on the incompetence of the incumbents. Incumbents reply that the TSX was concerned over two issues -- martket capitalization and the fact that the CEO and the CFO were at that time one and the same.

"Market capitalization issues are not uncommon at this time at the TSX, with numerous companies under the same scrutiny; however, the trading price of the Company's shares is not something over which management or the Company has any control. Regarding the dual role of CEO and CFO by the same individual, the Company could not afford a CFO at the time so the President and CEO took on the second role by becoming CFO on an interim basis to ensure that the Company could file its financial statements and avoid serious regulatory penalties."

Management says that it has a plan to be re-listed soon after the election. We'll se how the votes tally up.

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