Ronna Abramson

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Voices in the Corporate Wilderness

10/15/02 - 07:16 AM EDT

Ronna Abramson

But the Rossis' triumphs often are only symbolic, because the resolutions they submit aren't binding. Activists agree that the most effective way of generating change is through a proxy battle that unseats directors. But running one of those is far more difficult, expensive and time-consuming than submitting a shareholder resolution, and is consequently largely off-limits to small shareholders.

Greenberg managed to run a low-budget battle that cost only $15,000, thanks in part to his legal expertise and campaigning via Yahoo. But it's worth remembering that Texas billionaire Sam Wyly spent $10 million on his proxy fight against Computer Associates(CA - Cramer's Take - Stockpickr) last year -- and still lost.

The Pros

Professional investors rarely bother with nonbinding resolutions.

Herbert Denton, president of New York-based investment bank and hedge fund Providence Capital, avoids nonbinding shareholder resolutions altogether and instead has focused primarily on proxy battles and binding resolutions, which are avoided by most shareholders because they have not been tested in Delaware courts and therefore are riskier.

"The companies do respond: They just ignore them," Denton said of nonbinding resolutions. For evidence, he pointed to Navistar International, which failed to make any change after 83% of shares voted approved a nonbinding resolution calling for a shareholder vote on a poison pill. Within 72 hours after Denton publicly threatened a binding resolution and three-candidate slate, Navistar removed the poison pill.

Denton is no voice in the wilderness, but his track record shows how real activism works. Since 1996, he has submitted 18 alternative slates and placed 33 people on 22 boards of directors. "This is the best fun you can have with your clothes on," Denton said. "You actually get a chance to cause some change. Otherwise you can sit in front of a screen until your eyes fry, and that's not fun."

For Luby's activist Greenberg, once was enough. "It is a humungous, thankless task," Greenberg said, noting that to this day, a company nominates every candidate on its proxy, forcing would-be dissidents to shell out upwards of $250,000 to name their own ballot. "I would rather invest in companies that are well-run and not have to think about doing this."

Instead, Greenberg has broadened his fight and is now asking the SEC for a rule change that would make it easier and cheaper for shareholders to run a dissident slate of director-candidates. "People have written to us and said if they don't get a say who is going to be the watchdog on their behalf, they're just not going to invest anymore," Greenberg said.

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Ronna Abramson



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