Th dissidents, Icahn and Eastbourne, did win seats on the board of Amylin Pharmaceuticals, though not as many as they had hoped. They won two of the five seats up for grabs -- there are twelve on the board.
It appears, too, that Icahn's proposal to move the company's state of incorporation to North Dakota was defeated.
The significance of that proposal? See this post for a reminder.
That Icahn has failed to produce that change by resolution is a minor setback for the Dakotan cause -- his board representatives can now press for it at each meeting.
The company announced the results with the following words of reconciliation: :"We thank all of our Directors for their tremendous commitment and contributions to Amylin. Our Board and management team will work with the new Directors to continue to bring transformational medicines to patients and maximize shareholder value."
Showing posts with label North Dakota. Show all posts
Showing posts with label North Dakota. Show all posts
Sunday, May 31, 2009
Tuesday, December 9, 2008
Hain Celestial
Yes, some stockholders at some corporations are interested in pressing for the re-incorporation of the corporations out of Delaware and into North Dakota in order to get what they see as the advantages of the ND new-model corporate charter.
Among the few corporations where this issue has arisen so far is health-food concern Hain Celestial Group. Its best known for its Celestial Seasoning tea, it is headquartered in NYS and ... chartered in Delaware.
Here's a link for more.
The shareholders proposed a non-binding resolution on this subject in July. In October, Hain Celestial asked the SEC for permnission to ignore it on procedural grounds (via a no-action letter). They were denied. So it appears there will have to be a vote.
Among the few corporations where this issue has arisen so far is health-food concern Hain Celestial Group. Its best known for its Celestial Seasoning tea, it is headquartered in NYS and ... chartered in Delaware.
Here's a link for more.
The shareholders proposed a non-binding resolution on this subject in July. In October, Hain Celestial asked the SEC for permnission to ignore it on procedural grounds (via a no-action letter). They were denied. So it appears there will have to be a vote.
Monday, December 8, 2008
North Dakota
I don't know that this blog has ever been visited by anyone from North Dakota. But if you drop by in the future and see this message: Hail!
I understand that last year your state enacted a remarkable corporate-governance statute.
It creates a new chapter of the state's corporations law, 10-35, by which a company chartering in that state can opt to be governed. If it does, it will get a low franchise fee, only half of what it would pay if it incorporated in Delaware, but it will have to abide by various rules designed to keep the management responsive to the shareholders.
For example: the term of directors shall not exceed one year and will not be staggered into different classes. So every annual meeting will involve the re-election (or not) of the entire board.
The chairman of the board will be ineligible from holding any executive office. We've become accustomed to seeing the phrase "chairman and CEO" after a bigwig's name. The new 10-35 corporations will have two people for those two distinct posts.
Provision is made for access to the company's proxy materials by major shareholders -- provisions analogous to those recently considered, but never adopted, by the SEC.
Shareholders must approve of certain public issuances of shares: in other words, they can veto actions that would dilute their voting power.
There are other important provisions in 10-35, but those examples will give you an idea of the direction of the whole package.
What difference might this make? Are a lot of firms going to beat down the door to re-charter in North Dakota, either for the low franchise fee or because their shareholders are pressuring them to do so or for any other reason?
More on this tomorrow.
I understand that last year your state enacted a remarkable corporate-governance statute.
It creates a new chapter of the state's corporations law, 10-35, by which a company chartering in that state can opt to be governed. If it does, it will get a low franchise fee, only half of what it would pay if it incorporated in Delaware, but it will have to abide by various rules designed to keep the management responsive to the shareholders.
For example: the term of directors shall not exceed one year and will not be staggered into different classes. So every annual meeting will involve the re-election (or not) of the entire board.
The chairman of the board will be ineligible from holding any executive office. We've become accustomed to seeing the phrase "chairman and CEO" after a bigwig's name. The new 10-35 corporations will have two people for those two distinct posts.
Provision is made for access to the company's proxy materials by major shareholders -- provisions analogous to those recently considered, but never adopted, by the SEC.
Shareholders must approve of certain public issuances of shares: in other words, they can veto actions that would dilute their voting power.
There are other important provisions in 10-35, but those examples will give you an idea of the direction of the whole package.
What difference might this make? Are a lot of firms going to beat down the door to re-charter in North Dakota, either for the low franchise fee or because their shareholders are pressuring them to do so or for any other reason?
More on this tomorrow.
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