#6 MOST-VIEWED EVENT in 2017: How the Trump Administration May Impact Shareholder Activism – Part II (Webinar On-Demand)

 

shareholder_640x480 on demand

Webinar Overview

As President Donald J. Trump continues to build out his administration, it remains far from clear how activists will fare under a Trump administration and whether a Trump administration will foster a climate that is more or less facilitative of shareholder activism.

On Thursday, February 16, 2017, CommPRO hosted a webinar, moderated by Keith Gottfried, leader of the Morgan Lewis shareholder activism defense practice and featuring a panel of professionals with experience in the shareholder activism and political arenas,  that will discuss how a Trump administration and its policies could impact the climate for shareholder activism, the types of campaigns that activists look to pursue and the companies and industries that are targeted.

Moderator

Gottfried_Keith_200x200

Keith E. Gottfried
Partner & Shareholder Activism Defense Practice Leader
Morgan, Lewis & Bockius LLP

Keith E. Gottfried, a corporate partner with the global law firm of Morgan, Lewis & Bockius LLP and the leader of its market-leading shareholder activism defense practice. Morgan Lewis was recently ranked No. 1 among all law firms for legal defense of public companies against activist shareholders in the Thomson Reuters Global Shareholder Activism Scorecard for the first half of 2016 (as of August 18, 2016), No. 2 in the Factset SharkRepellent 2016 year-to-date activism defense league table (as of January 26, 2017) and No. 2 in the Activist Insight Magazine activist defense league table (as of December 5, 2016), in each case based on the number of publicly disclosed activist defense matters that Morgan Lewis has been involved in. 

Over the course a legal career that spans almost 25 years, Keith has been involved in defending numerous public companies against high-profile proxy contests, special meeting demands, consent solicitations and unsolicited acquisition proposals. Frequently quoted by the national business media on issues relating to shareholder activism, Keith publishes and presents regularly on the strategies companies and their boards of directors can apply to make themselves less vulnerable to activist investors as well as strategies for shareholder engagement. Keith is listed in Chambers USA which ranks him as a leading corporate/M&A lawyer. As activist campaigns closely resemble political campaigns, Keith also brings to his activism defense clients substantial political insight gained as a U.S. Senate confirmed political appointee in the administration of President George W. Bush.

 

Panelists

StevenBallet200x200Steven Balet
Managing Director – Strategic Communications
FTI Consulting, Inc.

Steven Balet is a managing director in the FTI Consulting Strategic Communications segment and is based in New York. He is part of the Financial Communications and Capital Markets practices.

For the past 20 years Mr. Balet has advised public companies and hedge funds of all sizes on mergers & acquisitions, contested proxy campaigns and corporate governance issues. Mr. Balet’s experience includes providing strategic counsel to both corporates and dissidents in proxy contests all around the world.  He has also worked on many contested cross border mergers and acquisitions transactions.

Mr. Balet has extensive experience working with issuers to develop the most effective message for delivering the vote. He routinely counsels issuers on how to engage third party advisory groups such as Institutional Shareholder Services as well as providing background information on various activist stockholders and the techniques they employ. Mr. Balet has spoken on numerous panels discussing shareholder activism as it relates to both merger activism and board proxy fights.

Mr. Balet has been involved in some of the largest contested situations in the past decade including representing Sanofi-Synthelabo in their acquisition of Aventis, Rio Tinto in its defense of BHP Billiton’s hostile tender, and Oracle in its hostile acquisition of Peoplesoft. Most recently, Mr. Balet advised in tow large hostile defenses: Allergan in its defense against Pershing Square Capital Management and Valeant Pharmaceuticals, Perrigo Company in its defense against Mylan N.V.; and he currently advises Monsanto Company.

Mr. Balet joined FTI Consulting in April 2013. Prior to joining the company, Mr. Balet’s experience included 15 years at MacKenzie Partners, including three years as head of their London Office.

 

Stephen L. BrownStephen L. Brown
Senior Advisor
KPMG Board Leadership Center

Stephen L. Brown, a Senior Advisor at KPMG Board Leadership Center, is a globally recognized governance expert, thought leader and trusted adviser to corporate boards and C-suites.  Mr. Brown founded The Edgerton Group, a boutique consulting firm that advises boards and management on critical corporate governance issues.  Formerly, he was the CEO of the Society of Corporate Governance.  Prior to the Society, he led the corporate governance group at TIAA.  Prior to TIAA, Mr. Brown practiced securities law at WilmerHale and Skadden and was an analyst with Goldman Sachs.  Named by NACD as one of the 100 most influential people in corporate governance and the boardroom, he is also an adjunct professor at the McDonough School of Business at Georgetown, Yale College, and the Colin Powell School at CCNY.   Mr. Brown received his B.A. with honors from Yale and his J.D. from Columbia University Law School where he was a Harlan Fiske Stone Scholar.

 

Arthur CrozierArthur B. Crozier
Chairman
Innisfree M&A Incorporated

Arthur B. Crozier, the Chairman of Innisfree M&A Incorporated of New York and of Lake Isle M&A Incorporated, Innisfree’s wholly-owned UK subsidiary. Art’s practice includes the representation of U.S. and international clients in a wide variety of transactions and proxy contests, as well as annual and special meetings. In addition, he counsels an international roster of clients on corporate governance and executive compensation issues. Art has written numerous articles and spoken extensively on the subjects of corporate governance, proxy contests, hedge fund activism, executive compensation and international voting practices.

 

 

DuncanHerrington200x200Duncan Herrington, CFA
Managing Director | Head of Activism Response & Contested Situations
Raymond James

Duncan Herrington is a Managing Director at Raymond James and the Head of its Activism Response and Contested Situations Practice. He previously served in Credit Suisse’s contested situations team, where he was responsible for advising both domestic and international clients on shareholder activism, takeover defense, contested M&A transactions and corporate governance matters. Prior to Credit Suisse, Mr. Herrington was an M&A lawyer based in the London office of Paul Weiss Rifkind Wharton & Garrison, where he specialized in structuring and executing cross-border transactions. Combined, he has more than 12 years of investment banking and M&A experience with a specialty in advising on shareholder activism and other contested matters. Mr. Herrington holds a JD from Harvard Law School and an MBA from London Business School. A CFA charterholder and a member of the State Bar of California, Herrington is based in Raymond James’ New York office.

 

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Primer: Preparing for Shareholder Activism (DOWNLOAD)

Shareholder Activism Preparedness - Download NowGeorgeson is the leader in helping clients prepare for and respond to shareholder activism, one of the most urgent topics in corporate governance today.  Download this primer to help understand these three components of activist preparation:

  • Vulnerability assessment. Identify issues that could attract activist interest and tactics that may be used.
  • Shareholder analysis. Evaluate your shareholder base and assess potential support.
  • Shareholder engagement. Create a plan to rally support among current shareholders and influential proxy advisory firms.

 

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Shareholder Activism in the Trump Presidency: A Canary in the Coal Mine Moment for Boards and the C-Suite

By Andrew Ricci, Vice President, LEVICK

We’re now at the point where we can count the number of weeks until Donald Trump assumes the presidency on one hand. Over the past month, since Mr. Trump’s stunning upset in the Presidential race, we’ve gotten a lot of information about what his cabinet will look like and what his approach to economic and foreign policy will be.

trumppresidency640x480ondemandLast week, CommPRO convened a panel of investment and political experts to discuss how a Trump Presidency might impact Shareholder Activism – a webinar that followed up on a pre-election discussion on the similarities that exist between an activist shareholder effort and a political campaign. I was honored to participate on both panels as a political and campaign expert and was happy to share my perspectives with those who tuned in.

Truth be told, we don’t have a lot of details on whether shareholder activism campaigns will be significantly different under a Trump administration. He will have the opportunity to appoint commissioners to the Securities and Exchange Commission (SEC), which will undoubtedly give us additional insight into his thinking on the issue when the time comes.

Through his appointments thus far, though, we do know that President-elect Trump has chosen perhaps the most business-friendly cabinet we’ve seen in recent history, with many of his agency leaders coming from the business world rather than the political one. This leaves no lack of board or C-Suite experience at the upper echelons of the federal bureaucracy.

Much was made over the course of the campaign about Mr. Trump’s relationship with billionaire investor Carl Icahn, who has made headlines for his attempts to impact companies. In the early days of the Trump transition, Mr. Icahn was allegedly in the running for the top spot at the Treasury Department or as an economic advisor in the Trump administration. Mr. Icahn however, repeatedly demurred, and though he will have no formal role, may still serve in an informal capacity. Either way, it appears that both activists and traditional board types may have a seat at the table and thus, the President’s ear.

What I think is more interesting, though, is the way that activist shareholders might emulate Mr. Trump’s methods of building a major platform and using it expertly to create influence. In past weeks, Mr. Trump has used his platform on Twitter – and the media’s fascination with every one of his tweets – to take aim at individual companies. After blasting Lockheed Martin Corp.’s fighter jet program on Twitter last Monday morning, it took less than four hours for $4 billion to be wiped off the company’s value. As of this writing, Lockheed Martin’s stock price is still down 14 points from where it was just ten days ago and still down more than 7 points from its closing price before the tweet.

President-elect Trump has also taken aim at Boeing, and it is unlikely that these two companies will be the only ones in his cross hairs. In a POLITICO story after the Lockheed Martin incident, BMO Private Bank’s Chief Investment Officer Jack Ablin identified “a new type of risk, call it presidential tweet risk.” Mr. Ablin also noted that “everyone now has to keep their Twitter feed right next to their Bloomberg terminal.”

With the continued prevalence of social media sites like Twitter that give everyone a voice, it is a not-unrealistic expectation that the biggest activist investors may be able to build a platform on par with Mr. Trump’s and use it to impact share prices in the same way that the President-elect has demonstrated.

Fortunately, for companies, this is unlikely to happen overnight, but boards and C-Suites must start to account for these new types of risk in their preparations. In short, this should be a canary in the coal mine moment, and boards that ignore the present opportunity to prepare for such events open themselves to the potential for major – and lasting – damage to their companies and brands.

In the first webinar on this topic before the election, we noted the similarities between activist shareholder efforts and political campaigns. In a political campaign, challengers to an incumbent must build a platform that can compete on a level playing ground and get the message out. In this case, the incumbent tends to have an advantage through an already in-place media and messaging organization. Publicly-traded companies would be remiss to fail to build this platform, engage it regularly, and have it at the ready when the time comes. Otherwise, someone with a louder megaphone – whether the President-elect or a shareholder looking to make an impact – can easily rule the day.

About the Author: Andrew Ricci, Vice President at D.C. communications firm LEVICK.  Andrew, an experienced media relations expert, content-creation specialist, and public affairs strategist, started his career working on political campaigns and on Capitol Hill, serving as a senior communications aide to Rep. Zack Space (D-Ohio) and as the Congressman’s official spokesman during his reelection campaign. At LEVICK, Andrew now counsels a wide range of clients navigating reputational challenges in the public eye. 

 




Free Webinar: How A Trump Presidency May Impact Shareholder Activism

CommPro.biz News AlertCommPRO.biz News Alert

WHAT: CommPRO.biz – a B2B digital publisher and professional development site serving the public relations/investor relations, marketing, advertising and corporate communications sectors—will offer a free webinar on Tuesday, December 13, at 2 p.m. ET, exploring the topic “How A Trump Presidency May Impact Shareholder Activism.”

The panel of industry experts will take a deep dive into what activist investors and shareholders may expect to see in the coming four years.

Moderator Keith E. Gottfried , Partner and Shareholder Activism Defense Practice Leader at Morgan, Lewis & Bockius LLP, will be joined by:

●Steven Balet, Managing Director – Strategic Communications, FTI Consulting, Inc.
●Stephen L. Brown, Senior Advisor, KPMG Board Leadership Center
●Arthur B. Crozier, Chairman, Innisfree M&A Incorporated
●Daniel Kerstein, Managing Director, Head of Strategic Finance, Barclays Investment Bank
●Andrew S. Ricci, Vice President, LEVICK

Topics to be explored will include:

●How activists will fare under a Trump administration
●Whether a Trump administration will foster a climate that is more or less friendly to shareholder activism
●How a Trump administration’s policies could impact the types of campaigns that activists look to pursue and the industries that are targeted

WHEN: 2 p.m. ET, Tuesday, December 13, 2016
WHERE: Register Here
MEDIA: Media are welcome to attend.

ABOUT: With less than forty days remaining until Donald J. Trump is inaugurated as the 45th President of the United States, it remains far from clear how activists will fare under a Trump administration and whether a Trump administration will foster a climate that is more or less friendly to shareholder activism. For this timely webinar, we have assembled a panel that combines experts from the political and shareholder activism arenas to discuss how a Trump administration and its policies could impact the climate for shareholder activism, the types of campaigns that activists look to pursue and the companies and industries that are targeted

 




How A Trump Presidency May Impact Shareholder Activism (Webinar On-Demand)

trumppresidency640x480ondemand

Webinar Overview 

With less than sixty days remaining until a new U.S. president is inaugurated and a new administration takes over the executive branch of the U.S. government, it remains far from clear how activists will fare under a Trump administration and whether a Trump administration will foster a climate that is more or less friendly to shareholder activism.

For this webinar, we have assembled a panel that combines experts from the political and shareholder activism arenas to discuss how a Trump administration and its policies could impact the climate for shareholder activism, the types of campaigns that activists look to pursue and the companies and industries that are targeted.

Moderator

Gottfried_Keith_200x200

Keith E. Gottfried
Partner & Shareholder Activism Defense Practice Leader
Morgan, Lewis & Bockius LLP

Keith E. Gottfried, a corporate partner with the global law firm of Morgan, Lewis & Bockius LLP and the leader of its market-leading shareholder activism defense practice. Morgan Lewis was recently ranked No. 1 among all law firms for legal defense of public companies against activist shareholders, both in the Thomson Reuters Global Shareholder Activism Scorecard for the first half of 2016 and in the Factset SharkRepellent 2016 year-to-date activism defense league table. Over the course a legal career that spans almost 25 years, Keith has been involved in defending numerous public companies against high-profile proxy contests, special meeting demands, consent solicitations and unsolicited acquisition proposals. Frequently quoted by the national business media on issues relating to shareholder activism, Keith publishes and presents regularly on the strategies companies and their boards of directors can apply to make themselves less vulnerable to activist investors as well as strategies for shareholder engagement. Keith is listed in Chambers USA which ranks him as a leading corporate/M&A lawyer. As activist campaigns closely resemble political campaigns, Keith also brings to his activism defense clients substantial political insight gained as a U.S. Senate confirmed political appointee in the administration of President George W. Bush.

 

Panelists

StevenBallet200x200Steven Balet
Managing Director – Strategic Communications
FTI Consulting, Inc.

Steven Balet is a managing director in the FTI Consulting Strategic Communications segment and is based in New York. He is part of the Financial Communications and Capital Markets practices.

For the past 20 years Mr. Balet has advised public companies and hedge funds of all sizes on mergers & acquisitions, contested proxy campaigns and corporate governance issues. Mr. Balet’s experience includes providing strategic counsel to both corporates and dissidents in proxy contests all around the world.  He has also worked on many contested cross border mergers and acquisitions transactions.

Mr. Balet has extensive experience working with issuers to develop the most effective message for delivering the vote. He routinely counsels issuers on how to engage third party advisory groups such as Institutional Shareholder Services as well as providing background information on various activist stockholders and the techniques they employ. Mr. Balet has spoken on numerous panels discussing shareholder activism as it relates to both merger activism and board proxy fights.

Mr. Balet has been involved in some of the largest contested situations in the past decade including representing Sanofi-Synthelabo in their acquisition of Aventis, Rio Tinto in its defense of BHP Billiton’s hostile tender, and Oracle in its hostile acquisition of Peoplesoft. Most recently, Mr. Balet advised in tow large hostile defenses: Allergan in its defense against Pershing Square Capital Management and Valeant Pharmaceuticals, Perrigo Company in its defense against Mylan N.V.; and he currently advises Monsanto Company.

Mr. Balet joined FTI Consulting in April 2013. Prior to joining the company, Mr. Balet’s experience included 15 years at MacKenzie Partners, including three years as head of their London Office.

 

StephenBrown200x200Stephen L. Brown
Senior Advisor
KPMG Board Leadership Center

Stephen L. Brown, a Senior Advisor at KPMG Board Leadership Center, is a globally recognized governance expert, thought leader and trusted adviser to corporate boards and C-suites.  Mr. Brown founded The Edgerton Group, a boutique consulting firm that advises boards and management on critical corporate governance issues.  Formerly, he was the CEO of the Society of Corporate Governance.  Prior to the Society, he led the corporate governance group at TIAA.  Prior to TIAA, Mr. Brown practiced securities law at WilmerHale and Skadden and was an analyst with Goldman Sachs.  Named by NACD as one of the 100 most influential people in corporate governance and the boardroom, he is also an adjunct professor at the McDonough School of Business at Georgetown, Yale College, and the Colin Powell School at CCNY.   Mr. Brown received his B.A. with honors from Yale and his J.D. from Columbia University Law School where he was a Harlan Fiske Stone Scholar.

 

Arthur CrozierArthur B. Crozier
Chairman
Innisfree M&A Incorporated

Arthur B. Crozier, the Chairman of Innisfree M&A Incorporated of New York and of Lake Isle M&A Incorporated, Innisfree’s wholly-owned UK subsidiary. Art’s practice includes the representation of U.S. and international clients in a wide variety of transactions and proxy contests, as well as annual and special meetings. In addition, he counsels an international roster of clients on corporate governance and executive compensation issues. Art has written numerous articles and spoken extensively on the subjects of corporate governance, proxy contests, hedge fund activism, executive compensation and international voting practices.

 

 

daniel-kersteinDaniel Kerstein
Managing Director M&A
Global Head of Strategic Finance Group
Barclays

Daniel is the Global Head of Barclays’ M&A Strategic Finance Group. He is based in the New York office and directs teams in New York and London.  Strategic Finance is responsible for delivering strategic advice to the firm’s corporate clients with regards to shareholder activism and defensive situations.  The group works closely with management teams and Boards of Directors to prepare for and defend against the involvement of activist investors.  Notable engagements include the defense and financial advisory to Hertz, defense and capital structure advisory to Juniper Networks, and defense and financial advisory to Axiall.

Daniel joined Barclays from Lehman Brothers in 2008 and was previously the head of the Product Development Group, where he assisted on structuring the IPOs of several alternative asset managers, including Blackstone and Fortress.  Prior to joining Lehman Brothers, Daniel was a Vice President in Corporate Finance at Merrill Lynch, where he worked on and developed a number of convertible bondproducts, including contingent convertible and contingent payment bonds.

Daniel has a B.A. in English Literature from Queens College and J.D. from Harvard Law School.

 

 

andrewr200Andrew S. Ricci
Vice President
LEVICK

Andrew S. Ricci, a Vice President at LEVICK, a Washington, DC based communications and public affairs firm. Andrew is an experienced media relations expert, content-creation specialist, and public affairs strategist who helps brands, organizations, companies, and foreign governments tell their story to the audiences that matter and in a way that maximizes impact. Prior to joining LEVICK, Andrew served as a senior communications aide to Rep. Zack Space (D-Ohio) in his Capitol Hill office and during the reelection campaign. He developed the overall communications strategy and messaging; produced all written materials; engaged national, state, and local media; and served as the Congressman’s official spokesman. He also served as an aide to Rep. Harry Mitchell (D-Ariz.).

 

 Join us for this important event…

Presented by:

morganlewis_logo




Election Season Special Webinar: Shareholder Activism Viewed As A Political Campaign (On-Demand Recording)

election-and-shareholder-activism-on-demand-recording 

 

Webinar Overview

There are now less than 50 days left to U.S. election day, Tuesday November 8, 2016, the day that a new U.S. president will be elected. As one of the most interesting presidential election cycles in this history of the U.S. winds down, the media is replete with news and analysis regarding the political campaigns being waged by the two principal contenders for the U.S. presidency. Coincidentally, at the same time as the U.S. presidential election season comes to a close, the 2016 proxy season, which included 230 campaigns by activist investors, will also be close to winding down.

During the course of the most recent presidential election cycle, CommPRO has provided our site visitors with extensive content related to both the pending U.S. presidential election contest and the past year’s activist investor campaigns. In our continuing effort to provide new and exciting content for our site visitors, and given that we are in the home stretch of election season, the editors at CommPRO thought we should do something different that would be timely and of great interest to our site visitors.

In this webinar, we will focus on the numerous parallels between an activist investor campaign that seeks to replace one or more members of a public company’s board of directors with a political election campaign, such as the pending presidential election contest. Some of the similarities between an activist investor campaign and a political campaign are striking as an activist campaign is ultimately about “winning the hearts and minds” of as many voting shareholders as possible and the support of key voting blocks, including those that follow the recommendations of the major proxy advisory firms, and many of the strategies and tactics followed in political and activist investor campaigns are very similar. In both types of campaigns, messaging and media play significant roles as does opposition research, third party endorsements, pre-vetting of candidates, ability of candidates to engage with voters, balancing of the slate to appeal to different constituencies, “dog-whistle” politics, voting projections, attacks on the incumbent, platforms based on calls for change, rapid response teams, voter outreach and understanding the voting blocks that are in play versus those that are committed or expected to vote a certain way (e.g., in presidential campaigns, recall the notion of “red” and “blue” states).

For this webinar, we have assembled a panel that combines experts from the political and shareholder activism arenas. We also have as our moderator someone who not only has extensive experience in the shareholder activism arena but also, as a former high-level White House appointee, has substantial insight into the political world as well.

Moderator

Gottfried_Keith_200x200

Keith E. Gottfried
Partner & Shareholder Activism Defense Practice Leader
Morgan, Lewis & Bockius LLP

Keith E. Gottfried, a corporate partner with the global law firm of Morgan, Lewis & Bockius LLP and the leader of its market-leading shareholder activism defense practice. Morgan Lewis was recently ranked No. 1 among all law firms for legal defense of public companies against activist shareholders, both in the Thomson Reuters Global Shareholder Activism Scorecard for the first half of 2016 and in the Factset SharkRepellent 2016 year-to-date activism defense league table. Over the course a legal career that spans almost 25 years, Keith has been involved in defending numerous public companies against high-profile proxy contests, special meeting demands, consent solicitations and unsolicited acquisition proposals. Frequently quoted by the national business media on issues relating to shareholder activism, Keith publishes and presents regularly on the strategies companies and their boards of directors can apply to make themselves less vulnerable to activist investors as well as strategies for shareholder engagement. Keith is listed in Chambers USA which ranks him as a leading corporate/M&A lawyer. As activist campaigns closely resemble political campaigns, Keith also brings to his activism defense clients substantial political insight gained as a U.S. Senate confirmed political appointee in the administration of President George W. Bush.

 

Panelists

StevenBallet200x200Steven Balet
Managing Director – Strategic Communications
FTI Consulting, Inc.

Steven Balet is a managing director in the FTI Consulting Strategic Communications segment and is based in New York. He is part of the Financial Communications and Capital Markets practices.

For the past 20 years Mr. Balet has advised public companies and hedge funds of all sizes on mergers & acquisitions, contested proxy campaigns and corporate governance issues. Mr. Balet’s experience includes providing strategic counsel to both corporates and dissidents in proxy contests all around the world.  He has also worked on many contested cross border mergers and acquisitions transactions.

Mr. Balet has extensive experience working with issuers to develop the most effective message for delivering the vote. He routinely counsels issuers on how to engage third party advisory groups such as Institutional Shareholder Services as well as providing background information on various activist stockholders and the techniques they employ. Mr. Balet has spoken on numerous panels discussing shareholder activism as it relates to both merger activism and board proxy fights.

Mr. Balet has been involved in some of the largest contested situations in the past decade including representing Sanofi-Synthelabo in their acquisition of Aventis, Rio Tinto in its defense of BHP Billiton’s hostile tender, and Oracle in its hostile acquisition of Peoplesoft. Most recently, Mr. Balet advised in tow large hostile defenses: Allergan in its defense against Pershing Square Capital Management and Valeant Pharmaceuticals, Perrigo Company in its defense against Mylan N.V.; and he currently advises Monsanto Company.

Mr. Balet joined FTI Consulting in April 2013. Prior to joining the company, Mr. Balet’s experience included 15 years at MacKenzie Partners, including three years as head of their London Office.

 

StephenBrown200x200Stephen L. Brown
Senior Advisor
KPMG Board Leadership Center

Stephen L. Brown, a Senior Advisor at KPMG Board Leadership Center, is a globally recognized governance expert, thought leader and trusted adviser to corporate boards and C-suites.  Mr. Brown founded The Edgerton Group, a boutique consulting firm that advises boards and management on critical corporate governance issues.  Formerly, he was the CEO of the Society of Corporate Governance.  Prior to the Society, he led the corporate governance group at TIAA.  Prior to TIAA, Mr. Brown practiced securities law at WilmerHale and Skadden and was an analyst with Goldman Sachs.  Named by NACD as one of the 100 most influential people in corporate governance and the boardroom, he is also an adjunct professor at the McDonough School of Business at Georgetown, Yale College, and the Colin Powell School at CCNY.   Mr. Brown received his B.A. with honors from Yale and his J.D. from Columbia University Law School where he was a Harlan Fiske Stone Scholar.

 

Arthur CrozierArthur B. Crozier
Chairman
Innisfree M&A Incorporated

Arthur B. Crozier, the Chairman of Innisfree M&A Incorporated of New York and of Lake Isle M&A Incorporated, Innisfree’s wholly-owned UK subsidiary. Art’s practice includes the representation of U.S. and international clients in a wide variety of transactions and proxy contests, as well as annual and special meetings. In addition, he counsels an international roster of clients on corporate governance and executive compensation issues. Art has written numerous articles and spoken extensively on the subjects of corporate governance, proxy contests, hedge fund activism, executive compensation and international voting practices.

 

 

DuncanHerrington200x200Duncan Herrington
Vice President | M&A, Contested Situations
Credit Suisse Securities (USA) LLC

Duncan Herrington, CFA, a Vice President in Credit Suisse’s Contested Situations practice, is responsible for advising clients on shareholder activism, takeover defense, contested M&A transactions and corporate governance matters.  According to Thomson Reuters’ Global Shareholder Activism Scoreboard, for the first half of 2016 Credit Suisse was the top financial advisor globally to companies defending against activist campaigns.  Prior to joining Credit Suisse in 2010, Duncan was an M&A lawyer at Paul Weiss Rifkind Wharton & Garrison, based in its London office, where he specialized in structuring and executing cross-border transactions.  Combined he has over 10 years of transactional experience, with a specialty in contested situations.  Duncan holds a JD from Harvard Law School and an MBA from London Business School.

 

andrewr200Andrew S. Ricci
Vice President
LEVICK

Andrew S. Ricci, a Vice President at LEVICK, a Washington, DC based communications and public affairs firm. Andrew is an experienced media relations expert, content-creation specialist, and public affairs strategist who helps brands, organizations, companies, and foreign governments tell their story to the audiences that matter and in a way that maximizes impact. Prior to joining LEVICK, Andrew served as a senior communications aide to Rep. Zack Space (D-Ohio) in his Capitol Hill office and during the reelection campaign. He developed the overall communications strategy and messaging; produced all written materials; engaged national, state, and local media; and served as the Congressman’s official spokesman. He also served as an aide to Rep. Harry Mitchell (D-Ariz.).

 

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Shareholder Activism as a Political Campaign: Referendums on the Incumbent

andrewr224By Andrew Ricci, Vice President, LEVICK

Every four years, the United States has to evaluate its direction and make a choice whether to maintain the current political rule or upend it through the presidential election process. Challengers and incumbents alike are forced to wage campaigns to hold on to – or wrest away – governance and power.

A political campaign, at its heart, is not entirely different from the efforts of an activist shareholder and a company facing an activist shareholder threat. At the end of the day, both are looking to impose or maintain control over the levers of governance, whether of a country or of a publicly traded company. Both are beholden to a group of voters, whether the electorate at large or the shareholders who have a vote in governance issues. Both have a key “decision day” on which votes are counted and the decision is locked in, and both, at the end of the day, are seeking to come out on top by reaching the magic “50 percent plus one” number that means victory. 

Whether an activist shareholder is looking to replace key members of the C-Suite, obtain influence through seats on the corporate board, or implement a specific proposal that changes how a company does business, there are similarities between their efforts and a political campaign that are worth exploring.

One of these similarities is that political campaigns generally fall into two broad themes which also apply to activist shareholder efforts: referendums on current leadership or a dynamic vision for the future. No moment better sums up the campaign-as-referendum motif than Ronald Reagan’s knockout punch in the 1980 Presidential Election’s only debate. Held one week to the day before the election, Reagan, the challenger, used his closing statement to ask the audience,

campaigns-and-elections“Are you better off now than you were four years ago? Is it easier for you to go and buy things in the stores than it was four years ago? Is there more or less unemployment in the country than there was four years ago? Is America as respected throughout the world as it was? Do you feel that our security is as safe, that we’re as strong as we were four years ago? And if you answer all of those questions ‘yes’, why then, I think your choice is very obvious as to whom you will vote for. If you don’t agree, if you don’t think that this course that we’ve been on for the last four years is what you would like to see us follow for the next four, then I could suggest another choice that you have.”

This was a masterful use of stagecraft and rhetoric from which Carter, the incumbent, never recovered. Politically, Carter was already reeling from a divisive primary process that saw him lose 12 states (the last time an incumbent president lost a state’s presidential primary). And nationally, high energy prices and unemployment, coupled with security concerns, led to a dissatisfied and restless electorate. Reagan’s rhetorical questioning forced this agitated voter base to confront Carter’s record and a week later, Ronald Reagan was the President-elect by a landslide.

 We have seen many of these referendum-type elections since, and it is not the case that the challenger always starts from a position of strength. Some of these campaigns have seen the challenger succeed (Clinton in 1992, Obama in 2008) where others have seen the incumbent prevail (Clinton in 1996, Bush in 2004, Obama in 2012). While the Carter-Reagan race is among the most notable examples of a challenger upsetting the political order, there have been many situations since where the electorate decides that yes, indeed, we are better off than we were four (or eight) years ago.

There is an important parallel here for activist investors looking to mount a campaign against a company and for companies who are forced to respond. All shareholders of a company are looking to maximize their value, and if management can be portrayed as ineffective, complacent, weak, or incompetent, they will likely face an uphill battle not dissimilar to Mr. Carter’s. Just like an incumbent candidate, a company’s management has to be prepared to defend their record before the voters and demonstrate that the current course is the real key to value, growth, and profitability.

When an activist shareholder is launching a campaign to target a company’s management, the “are you better off now than you were four years ago” question should lay the foundation for their playbook. And just like that question has been used in some form in nearly every subsequent election, it is one that activist shareholders should continue to ask – and companies facing an activist campaign should be ready to address.

 About the Author: Andrew Ricci is a Vice President at LEVICK, a crisis communications firm.  




Thomson Reuters Global Shareholder Activism Scorecard Ranks Morgan Lewis #1 for Shareholder Activism Defense

By CommPRO Editorial Staff

Thomson Reuters Global Shareholder Activism Scorecard Ranks Morgan Lewis #1 for Shareholder Activism DefenseMorgan Lewis was ranked No. 1 among all law firms for legal defense of public companies against activist shareholders in the Thomson Reuters Global Shareholder Activism Scorecard for the first half of 2016. The ranking is as of August 22, 2016 and is based on the number of publicly-disclosed activism defense matters that Morgan Lewis has advised on.

The firm retains its No. 1 ranking among all law firms for legal defense of public companies against activist shareholders in the 2016 year-to-date activism defense league tables compiled by FactSet SharkRepellent and included in the Wall Street Journal-FactSet Activism Scorecard. That ranking is as of August 18, 2016 and is based on the number of publicly-disclosed activism defense matters that Morgan Lewis has advised on.

In the past two years, the firm’s market-leading shareholder activism defense practice, led by partner Keith Gottfried, has advised more than two dozen global public companies in a wide array of industries, including, among others, apparel, automotive, banking, casual dining, consumer goods, energy, life sciences, manufacturing, pharmaceuticals, real estate, retail, shipping, software, technology and waste management, with respect to preparing for and/or responding to high-profile proxy contests, special meeting demands, withhold campaigns, shareholder proposals and other activist shareholder campaigns as well as contests for corporate control and contested M&A situations. The practice also advises public companies and their boards of directors on the latest techniques for making a company less vulnerable to activist shareholders, best practices for engaging with shareholders, corporate governance issues, and board advisory matters.




Sneak Preview: How Shareholder Activism Is Affecting The 2016 Proxy Season (ON-DEMAND RECORDING)

ProxSeason-On-Demand

Webinar Overview

In 2015, there were 375 activist campaigns against public companies according to the research firm FactSet. As 2016 marches forward, and activists begin to run up against the advance notice of nomination deadlines that most public companies have in place, we are starting to see that 2016 will likely rival, if not exceed, 2015 in the number of activist campaigns that are expected to be waged. What remains to be seen is how activist campaigns and company responses will be different in 2016 compared to 2015.

Key questions to be answered:

  • How will the activist playbook differ in 2016 compared to 2015?
  • Have activists become sophisticated in their ideas for value enhancement?
  • Will companies respond to activists differently than last year?
  • Are companies engaging more with activists than in years past?
  • Will the trend of more large caps being targeted continue?
  • Will we continue to see more than a majority of activist campaigns end in a settlement?
  • Will companies be emboldened to fight by last year’s victory by DuPont in its proxy contest?
  • Will we see more situations where multiple activists target the same company?
  • Is activism evolving into a year-round activity that extends way past proxy season?
  • Will activists continue to receive significant support from institutional investors?
  • How will the significant losses that some hedge funds suffered in 2015 affect activism activity in 2016?
  • How much money do we expect to flow into activist funds in 2016?

For this webinar, hosted by CommPro.biz Contributing Editor Gene Marbach, we have assembled a panel of shareholder activism experts, all of whom bring to the discussion extensive experience in advising both large-cap and small-cap companies on how to prepare for and respond to shareholder activists and the campaigns they may wage.

Our Panel

 

Dan's Headshot 2Daniel H. Burch, the Co-Founder, Chairman and Chief Executive Officer of Mackenzie Partners, Inc., one of the country’s leading and most well-known proxy solicitation firms. Dan develops strategies and campaigns for clients involved in proxy contests, tender offers, mergers, financial restructuring and other complex corporate transactions.  Dan’s particular focus is on advising clients on shareholder activism and corporate governance matters and is a veteran of numerous proxy contests.  For close to three decades, Dan has led MacKenzie’s efforts on behalf of its clients in campaigns in North America and Europe. Dan is a member of the Society of Corporate Secretaries and Governance Professionals and the National Investor Relations Institute.

 

 

 

 

Gottfried_Keith_74159_4x5Keith E. Gottfried, a Partner with the global law firm of Morgan, Lewis & Bockius LLP and the leader of its very busy shareholder activism defense practice. For 2014 and 2015, Morgan, Lewis & Bockius LLP was ranked No. 5 among law firms in the year-end league tables for legal defense of companies against activist shareholders that are compiled by FactSet SharkRepellent. Keith concentrates his practice advising public companies and their boards of directors and special committees on such matters as proxy contests, activist shareholder campaigns, unsolicited offers and other contested control situations.  Over the course a legal career that spans almost 25 years, he has been involved in defending numerous public companies against proxy contests, consent solicitations and unsolicited acquisition proposals.

 

 

 

maureen-wolffMaureen T. Wolff, the President & Partner of Sharon Merrill, an investor relations strategic advisory firm focused on counseling clients on critical communications that resonate with stakeholders and deliver desired results in virtually any situation an enterprise may confront. Practice areas include investor relations, crisis communications, transaction communications, reputation and issues management, and presentation and media training. A national thought leader in investor relations and corporate communications, Maureen is a trusted advisor to CEOs, CFOs and boards of directors on critical communications issues related to corporate governance, shareholder activism and proxy contests, and Regulation FD. She is a past chairman and board member of the National Investor Relations Institute (NIRI), a member of the Senior IR Roundtable and vice chairman of NIRI’s IR Certification committee. 

 

 

Our Host

genemarbach150x150Gene Marbach, a CommPro.biz Contributing Editor. Gene focuses on communications and business-related topics with insights informed by his more than 30 years of experience in investor relations and corporate communications, most recently as group vice president at Makovsky + Company, an investor relations and public relations firm. Gene is a prolific commentator on issues relating to investor relations and corporate communications and a frequent speaker and moderator at webinars and seminars focused on best practices in investor relations and corporate communications as well as evolving practices such as the use of social media to communicate with investors, whether in the context of a company’s routine quarterly earnings announcements or less routine events such as planning for an IPO, responding to an activist shareholder, executing an M&A strategy or responding to a crisis.

 

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Activism Is Alive and Growing, But…

Activism Is Alive and Growing, But…

Hamed Wardak, Entrepreneur

Swedish teenager Greta Thunberg isn’t the only person making waves about climate change these days. More recently, nearly 400 employees at Amazon disregarded company policy and voiced their displeasure about their employer’s mandate intended to stifle public discourse by its employees on the topic.

What made the Amazon employees’ position more pronounced is that Jeff Bezos, Amazon’s founder and CEO, also owns the Washington Post. And ironically, Amazon itself has publicly announced plans to not only reduce emissions but meet the Paris climate agreement goals ten years ahead of schedule. Last September, hundreds of Google employees walked out of their jobs in a similar protest over climate change. Twenty thousand workers did the same a year earlier to protest the way Google handled claims of sexual harassment. Some were terminated and alleged that it was in retribution, a claim Google has denied. The company said the actions were taken over policy violations.

To some observers, employee activism at Amazon is a game-changer. Margaret O’Mara, author of “The Code: Silicon Valley and the Remaking of America,” said this type of collective action is something she’s never witnessed before. 

The Other Side of the Coin

So, while Amazon appears to be struggling with an apparent contradiction in values between corporate and employees, giants in other fields have recently announced major areas of focus. In its annual letter to its boards, Cyrus Taraporevala, the CEO of State Street Global Advisors, strongly suggested that shareholder value “is increasingly driven by challenges such as climate change, labor practices, and consumer product safety.”

Taraporevala suggested that boards adopted an environmental, social and governance (ESG) framework. It’s not only essential to an organization’s long-term financial performance but also good business, according to the leader of the $3 trillion plus arm of State Bank.

In spite of the fact the State Street Global Advisor first asked boards to consider sustainability back in 2017, less than a quarter of the 6,000 plus firms recently evaluated by State Street Global Advisors had yet to identify ESG values in their strategies.

Similarly, the world’s largest asset manager cited climate change as a priority in its investments. BlackRock was quickly joined by other financial giants, Goldman Sachs and JPMorgan Chase.

All of these recent revelations and recommendations support other major organizations and events. The BIS, an international financial institution owned by central banks, recently conducted a study and warned that climate change could be so disruptive as to be a major factor in the next financial crisis.

The Bottom Line

Brands and leaders need to be alert and responsive to the changes in employee activism and other industry reports, particularly as it relates to climate change. The voices and evidence are getting increasingly louder and companies that haven’t yet taken a position on the issue should be quick to not only embrace the ideas and recommendations, but also act promptly on and communicate about them clearly and often to their respective audiences.




Build and Protect Your Business with Purpose: Lessons from Whole Foods

Jay Coen Gilbert and Alexander McCobin 

One of the most visible examples of the rising power of short-term shareholder activism was that of Jana Partner’s against Whole Foods Market last summer. What the storied grocer did right for over 30 years prior, and what its co-founder and CEO, John Mackey, wished he had done in advance of the activist siege provide three valuable lessons for business leaders: 1) Companies built on a higher purpose beyond just profit often become industry leaders; 2) be very careful choosing investors or risk losing your dream; and 3) ingraining that purpose into a company’s legal structure, can potentially stave off even the most aggressive activist shareholders. 

1. Build Your Business on Purpose 

Ask any founder why she or he started a business. The answer rarely will have anything to do with money. You’re most likely to hear: To solve a problem; to build a better mousetrap; to help a group of people; to make the world a better place. From Patagonia and Cotopaxi seeking to reconnect people with nature to Stonyfield and Happy Family Organics raising the bar on the quality of food we put in our bodies to Kickstarter and Amalgamated Bank helping us put our money to work for good, companies founded on a higher purpose beyond just profit are proving that the adage of “doing well by doing good” is just good business. 

In fact, such purpose-driven companies often achieve extraordinary financial success. The book “Firms of Endearment: How World-class Companies Profit from Passion and Purpose” spotlights the performance of companies like these that outperformed the S&P 500 by 14 times over a period of 15 years. 

Similarly, Whole Foods’ success stems from pursuing a higher purpose along with other tenets of a business philosophy outlined in Mackey’s book “Conscious Capitalism: Liberating the Heroic Spirit of Business” (co-authored with “Firms of Endearment” author Raj Sisodia). Mackey’s focus on creating value for all stakeholders impacted by his business—workers, suppliers, communities, and the environment, not just shareholders— helped turn his dream of bringing better food options to people into the world’s largest natural and organic foods supermarket. 

2. Be Conscious that Investors are typically Not Focused on Purpose

But even the noblest of businesses can fall prey to a diseased element in today’s financial sector. It’s called “short-termism,” and its pervasiveness in our capital markets is proving to be cancerous. Among the culprits driving short-termism is the practice of financial shareholder activism; specifically, the amassing of equity in a publicly-traded company, often by a hedge fund or institutional investment firm, with the intent of forcing its sale to the highest bidder. 

Lessons from Whole FoodsWhen Whole Foods began facing market challenges, it became the target of one such activist institutional shareholder determined to implement short-term profit measures and sell it to the highest bidder. Jana didn’t care that its tactics would decimate the very corporate culture that made Whole Foods a favored place to shop and work. Jana didn’t care to whom it sold Whole Foods—competing chains that previously eschewed the organic movement were among its known targets—just as long as it maximized the return on its investment. 

In the end, Mackey, was able to sell to a more strategic partner he believes will be more mission-aligned: Amazon. But while Mackey sees Amazon as preferable to the other buyers Jana pursued, finding one’s company at the end of an activist shareholder’s gun barrel is a scenario any CEO or business owner pursuing a higher purpose would prefer to avoid. 

3. Build Your Purpose into Your Company’s Legal DNA 

What the Whole Foods’ experience shows us is that even the most successful purpose-driven companies need protection. Unfortunately, creating long term value for all stakeholders doesn’t hold cache with unconscious capitalists who possess a myopic mindset of strictly maximizing short term value for shareholders at any cost on people, communities, and the natural world. Luckily, there is a viable option for saving conscious businesses from such aggressive activist shareholders: B Corporations. 

Unlike traditional businesses, B Corps have been inoculated against the virus of short-termism. B Corps make a simple yet powerful legal change to require their board of directors to consider the impact of their decisions on all their stakeholders. LLCs can do this with a simple amendment to their operating agreement; corporations can do this by adopting benefit corporation governance, now available in 35 US states, including Delaware where the vast majority of publicly-traded and venture-backed companies are incorporated. The B Corp legal framework helps companies protect mission through capital raises and leadership changes and gives entrepreneurs and directors more flexibility when evaluating potential sale and liquidity options. 

Certified B Corporations (companies that not only adopt stakeholder governance, but also meet rigorous standards of third party verified overall social and environmental performance) include notable brands spanning virtually every industry, including Patagonia, Athleta, Cascade Engineering, KeHe, Eileen Fisher, Kickstarter, Natura, New Belgium Brewing, Method, Ben & Jerry’s, Hootsuite and many more. And many companies with disruptive business models such as data.world, Cotopaxi, Lemonade, Ripple, and REBBL are finding B Corps to be an advantage in raising venture capital. 

The value proposition for B Corps is straight forward. “If someone is looking to take shares in a corporation and work as an activist shareholder, then whether the company has adopted benefit corporation governance would likely factor into the decision,” says Rick Alexander, former chair of the Corporations Law Section of both the Delaware and American Bar Associations and current head of legal policy at B Lab. “It’s harder to wrestle with this company than one that hasn’t declared its purpose outside of increasing share price. It should be a powerful deterrent; a CEO with a long-term plan to include sustainability would mean the legal argument an activist shareholder would be making wouldn’t resonate. That has to carry some weight.” 

Would becoming a B Corp have prevented Jana’s siege on Whole Foods? Unfortunately, we’ll never know. What is known, however, are Mackey’s thoughts on the matter as he stated at last year’s B Corp Champions Retreat: 

“I always thought B Corps were a good idea . . . I saw it as a fellow traveler with Conscious Capitalism, but I really didn’t think it was necessary. You know, you have this stakeholder model, you take care of your stakeholders, what do you need this legal form for?” he said. “We had activists come into our stock. … They wanted to take over our company; they wanted to force us into a sale. … Boy oh boy oh boy, did I wish we were a B Corp. … I would have loved to have tested the idea of shareholder activists versus the legal form of a B Corp.” 

If such a lesson isn’t enough to at least get you exploring the idea of becoming a B Corp, then maybe recent developments among the world’s largest investors and most powerful players in the capital markets may nudge you to reconsider. From BlackRock’s “Sense of Purpose” letter to CEOs earlier this year calling on businesses to create more social value to Goldman Sachs launching its new JUST Capital ETF this summer, purpose-driven capitalism is establishing itself as the way of the future.

That future will undoubtedly belong to leaders of companies who embrace the importance of pursuing profit not as an end in itself, rather as a means to an end toward achieving a higher, more noble purpose. Running a company on the principles of Conscious Capitalism and with the legal structure of a B Corp will prove to be the most optimal way to not only help your business thrive but to protect it from financial activist shareholders with unconscious motivations.  


Build and Protect Your Business with Purpose-Lessons from Whole FoodsAbout the Authors:

Jay Coen Gilbert is co-founder of B Lab, the nonprofit organization governing B Corps and serving a global movement of people using business as a force for good.

Alexander McCobin is Chief Executive Officer of Conscious Capitalism, Inc., the nonprofit dedicated to elevating humanity through business.




2018 Proxy Season Preview (Webinar On-Demand)

 

Webinar Overview

Our expert panel representing points of views of investors and advisers to issuers will preview the 2018 proxy season and provide participants insights into anticipated hot button issues, expected shareholder proposals, changes in proxy advisory firm policies, effects of the new SEC guidance on shareholder proposals, and trends in shareholder activism.  The panel discussion will answer these key questions:

  • What will be the hot button corporate governance issues this year?
  • What are the key shareholder proposals issues expected this year?
  • How will the SEC’s new guidance on shareholder proposals impact what types of shareholder proposals are submitted?
  • How will changes in proxy advisory firm policies affect issuers?
  • What are institutional investors focused on this year?
  • Will board diversity continue to be a hot button issue this year and what actions can we expect institutional investors to take to pressure companies to take action?
  • When will we see the first use of proxy access?
  • What’s the outlook for shareholder activism?

Moderator

Keith E. Gottfried
Partner & Shareholder Activism Defense Practice Leader
Morgan, Lewis & Bockius LLP

Keith E. Gottfried, a corporate partner at the law firm of Morgan, Lewis & Bockius LLP and the leader of its market-leading shareholder activism defense practice. Morgan Lewis was recently ranked No. 3 among all law firms for legal defense of public companies against activist shareholders in the Thomson Reuters Global Shareholder Activism Scorecard for the 2016 full year (as of February 1, 2017), No. 2 in the Factset SharkRepellent 2016 full year activism defense league table (as of January 26, 2017) and No. 2 in the Activist Insight Magazine 2016 full year activist defense league table (as of December 5, 2016), in each case based on the number of publicly disclosed activist defense matters that Morgan Lewis has been involved in.  Over the course a legal career that spans almost 25 years, Keith has been involved in defending numerous public companies against high-profile proxy contests, special meeting demands, consent solicitations and unsolicited acquisition proposals. Frequently quoted by the national business media on issues relating to shareholder activism, Keith publishes and presents regularly on the strategies companies and their boards of directors can apply to make themselves less vulnerable to activist investors as well as strategies for shareholder engagement. Keith is listed in the 2017 edition of Chambers USA which ranks him as a leading corporate/M&A lawyer. As activist campaigns closely resemble political campaigns, Keith also brings to his activism defense clients substantial political insight gained as a U.S. Senate confirmed White House appointee in the administration of President George W. Bush. Keith holds a J.D. from the Boston University School of Law, an M.B.A. from the Boston University Questrom School of Business and a B.S. in Economics from the Wharton School of the University of Pennsylvania.

 

Panelists

Stephen L. Brown
Senior Advisor
KPMG Board Leadership Center

Stephen L. Brown, a Senior Advisor at KPMG Board Leadership Center, is a globally recognized governance expert, thought leader and trusted adviser to corporate boards and C-suites.  Mr. Brown founded The Edgerton Group, a boutique consulting firm that advises boards and management on critical corporate governance issues.  Formerly, he was the CEO of the Society of Corporate Governance.  Prior to the Society, he led the corporate governance group at TIAA.  Prior to TIAA, Mr. Brown practiced securities law at WilmerHale and Skadden and was an analyst with Goldman Sachs.  Named by NACD as one of the 100 most influential people in corporate governance and the boardroom, he is also an adjunct professor at the McDonough School of Business at Georgetown, Yale College, and the Colin Powell School at CCNY.   Mr. Brown received his B.A. with honors from Yale and his J.D. from Columbia University Law School where he was a Harlan Fiske Stone Scholar.

 

Amy BorreusAmy Borrus
Deputy Director
Council of Institutional Investors

Amy Borrus plays a major role in developing CII policies on corporate governance and shareholder rights issues and in positioning the organization to achieve its strategic goals. She works closely with the Board of Directors and executive director to craft CII’s strategic plan and execute its mission, has responsibility for developing and planning CII conferences and speaks for CII at investor, corporate, academic and other forums. She leads CII’s efforts to communicate its positions effectively to members, other stakeholders, policymakers and the media. She also manages CII’s Proxy Voter Group, a forum for senior governance professionals at more than 75 leading institutional investor organizations, and staffs the CII board Audit Committee.

CII, founded in 1985, is a nonpartisan, nonprofit association of public, union and corporate employee benefit funds and endowments with combined assets that exceed $3 trillion. CII’s has Associate (non-voting) Members include a range of asset managers with more than $20 trillion in assets under management. CII’s mission is to educate its members and the public about effective corporate governance, shareowner rights and related investment issues, and to advocate on its members’ behalf.

Before joining CII in 2006, Amy Borrus was a correspondent for BusinessWeek for 25 years. She researched, wrote and edited stories about business, finance, politics and other issues, from Washington, D.C., London and Tokyo.

She earned a B.A. in English and history from the University of Pennsylvania, a master’s degree in International Relations from the London School of Economics and Political Science and the Claritas Investment Certificate from the CFA Institute.

 

Mark HarnettMark H. Harnett
Founding Partner
Strategic Governance Advisors

Mark Harnett is a founding partner of Strategic Governance Advisors (“SGA”), which helps boards and executives secure shareholder support for a Company’s stated strategic objectives – especially in situations where building long term value may impact short term financial performance.

Formerly Managing Director of Sard Verbinnen, before joining SVC in 2015 Mark was co-founder and President of leading proxy solicitor MacKenzie Partners, where he amassed over 25 years of experience providing counsel on hundreds of proxy contests, tender offers and mergers.

He has deep expertise as the lead strategist on the timing and content of proxy campaigns; consulting and briefing corporate boards and CEOs; creating messaging for proxy campaigns; advising clients on the influence of ISS and Glass Lewis and forecasting vote outcomes; scheduling and accompanying clients on road shows to ISS and to all leading institutional, index and arbitrageur shareholders; and counseling company executives, boards and their attorneys on annual and special meeting scenarios.

 




Trending in 2017: Top 12 Articles, Top 12 Events & Top 12 Reports

Top 12 Articles, Top 12 Events & Top 12 Reports - CommPROAs we kick off 2018, we wanted to step back and share some of the most popular content published in 2017.

We are grateful that you are a member of the CommPRO community. We look forward to continuing to bring great content to our readers in 2018. If you would like to join our ever-growing list of contributors in 2018, please send an email to editor@commpro.biz.

Top 12 Articles

#1 – The Trump Administration Faces Another Lose-Lose Situation As the Comey Saga Gets More Interesting – https://sumo.ly/AT8N

#2 – Kathy Griffin’s Lack of Apology Makes Her a Lifetime “D-Lister” – https://sumo.ly/AZD9

#3 – Don’t Get Too Obsessed with Recent Airline Customer Service Incidents – There are Bigger Sharks in the Risk Waters – https://sumo.ly/An08

#4 – Resume Rules – https://sumo.ly/zQAB

#5 – The Consequences of Trump Firing Mueller Would Be Catastrophic – https://sumo.ly/BlxM

#6 – Donald Trump Rants and Raves at the Press in a Classic Example of Misdirection – https://sumo.ly/Kyk

#7 – Time to Stop Unselling: Crisis Communications Tip for United Airlines – https://sumo.ly/Kyf

#8 –Trump’s Brand Story – An Unconventional Success Strategy – https://sumo.ly/Kye

#9 – Strategic Trends – AI, Machine Learning and Customer Service – https://sumo.ly/Kul

#10 – Public Relations: The Low Cost Boost for Marketing – https://sumo.ly/KvN

#11 – The Most Powerful Thing We Can Do to Unleash Greater Success and Joy in Life – https://sumo.ly/KvT

#12 – New Year, New Metrics: How New Technology is Shaping Audience Intelligence in 2017 – https://sumo.ly/Kwu

Top 12 Events

#1 – The Death of Trust: Real News, “FAKE NEWS,” and the Cyber Plots Designed to Divide Us – https://sumo.ly/FS1L

#2 – Breaking Down the State of the Media in 2017 – https://sumo.ly/zear

#3 – PRIMEChat: Better Insights. Better PR-ROI. – SAP North America – https://sumo.ly/Bnuq

#4 – Burgers, fries… and stock? Now, YOU can invest in the FAT Brands IPO – https://sumo.ly/FHLt

#5 – Bringing Back the Small Cap IPO: 2017 Reg A+ Outlook – https://sumo.ly/zZh1

#6 – How the Trump Administration May Impact Shareholder Activism – Part II – https://sumo.ly/AKzo

#7 – Strategies For Enhancing Board Diversity – https://sumo.ly/Fs1e

#8 – From Big Banks to the Underbanked: FinTech’s Customer-Centric Model – https://sumo.ly/G9Xx

#9 – The 5 Keys to Kick-Ass Content Marketing – https://sumo.ly/KCH

#10 – Redefining Influencer Marketing – https://sumo.ly/KCL

#11 – 7 Steps to Building Data-driven Content and Social Strategies – https://sumo.ly/KDB

#12 – Employee Advocacy Success at Scale – https://sumo.ly/KE3

Top 12 Reports

#1 – Triple Your PR Power! How to choose a media intelligence firm? (and other useful tools) – https://sumo.ly/BnSf

#2 – Influencer Marketing: Why it’s Critical and How You Can Get Started [GUIDE] –  https://sumo.ly/IJLn

#3 – Report: The State of Data-Driven Communications Strategies –  https://sumo.ly/Kx29

#4 – 5 Key Public Relations Metrics (Download) – https://sumo.ly/EBlW

#5 – Diversity Talks – Diversity & Inclusion Resource Guide – https://sumo.ly/zZiW

#6 – Does Fake News Impact Your PR & Communications? – https://sumo.ly/GvvD

#7 – What is Content Intelligence? How Can it Help You Create High-Quality Content – https://sumo.ly/FtXP

#8 – The State of Workplace Communications, 2017 – Dynamic Signal Releases New Report – https://sumo.ly/zG20

#9 – CMO Guide – https://sumo.ly/KEO

#10 – Demonstrating the Value of Communication (eBook) – https://sumo.ly/KER

#11 – Case Study – Google – https://sumo.ly/KFa

#12 – How To Transform Internal Comms For The Deskless Generation (eBook) – https://sumo.ly/KFE

 




#7 MOST-VIEWED EVENT in 2017: Strategies For Enhancing Board Diversity (Webinar On-Demand)

 

Webinar Overview

Numerous recent studies have confirmed that, while there has been some progress made in diversifying boards of directors, the progress has been slow and there remains much more work to be done in improving the level of women and minority membership on public company boards, particularly at public companies outside of the Fortune 100. Over the past year, a number of major institutional investors have taken steps to throw their weight behind the issue of board diversity. During the 2017 proxy season, one of the world’s largest index funds voted against the reelection of directors at 400 companies on grounds they failed to take steps to add women to their boards.

For this webinar, we have assembled a panel of veteran public company directors who have been at the forefront in contributing to the progress being made in enhancing board diversity to share their experiences and insights gained as a woman or minority director, why they believe board diversity is such a critical issue and what steps need to be taken to increase board diversity.

Moderator

Keith E. Gottfried
Partner & Shareholder Activism Defense Practice Leader
Morgan, Lewis & Bockius LLP

Keith E. Gottfried, a corporate partner at the law firm of Morgan, Lewis & Bockius LLP and the leader of its market-leading shareholder activism defense practice. Morgan Lewis was recently ranked No. 3 among all law firms for legal defense of public companies against activist shareholders in the Thomson Reuters Global Shareholder Activism Scorecard for the 2016 full year (as of February 1, 2017), No. 2 in the Factset SharkRepellent 2016 full year activism defense league table (as of January 26, 2017) and No. 2 in the Activist Insight Magazine 2016 full year activist defense league table (as of December 5, 2016), in each case based on the number of publicly disclosed activist defense matters that Morgan Lewis has been involved in.  Over the course a legal career that spans almost 25 years, Keith has been involved in defending numerous public companies against high-profile proxy contests, special meeting demands, consent solicitations and unsolicited acquisition proposals. Frequently quoted by the national business media on issues relating to shareholder activism, Keith publishes and presents regularly on the strategies companies and their boards of directors can apply to make themselves less vulnerable to activist investors as well as strategies for shareholder engagement. Keith is listed in the 2017 edition of Chambers USA which ranks him as a leading corporate/M&A lawyer. As activist campaigns closely resemble political campaigns, Keith also brings to his activism defense clients substantial political insight gained as a U.S. Senate confirmed White House appointee in the administration of President George W. Bush. Keith holds a J.D. from the Boston University School of Law, an M.B.A. from the Boston University Questrom School of Business and a B.S. in Economics from the Wharton School of the University of Pennsylvania.

 

Panelists

Susan M. Angele
Senior Advisor
KPMG Board Leadership Center

As a former Fortune 500 executive and an expert in board governance, Susan is a frequent writer and speaker on topics of importance to corporate directors in her role as Senior Advisor, KPMG Board Leadership Center. The Board Leadership Center engages with directors and business leaders to help articulate their challenges and promote continuous improvement, by delivering insights and practical thought leadership – on risk and strategy, talent and technology, globalization and compliance, financial reporting and more, all through a board lens. Prior to KPMG, in roles including Vice President, Global Deputy General Counsel at The Hershey Company and Chief Counsel, US Snacks at Mondelez (then a $5billion division of Kraft/Nabisco), she provided legal and business advice and led initiatives that protected value and enabled sustainable, global growth of some of the world’s most famous and best-loved brands.

Susan is a member of Women Corporate Directors and a NACD (National Association of Corporate Directors) Board Leadership Fellow. She is a graduate of Columbia University School of Law and Sarah Lawrence College.

 

Francis H. Bryd
Principal
Bryd Governance Advisory

Francis Byrd has 20 years of experience in the corporate governance and ESG fields possessing a wide perspective on the goals and motivations of institutional investors and corporate issuers. Francis has held responsible positions with top institutional investors (TIAA, the Connecticut Retirement Plans & Trust Funds and the NYC Pension Funds); assessed governance quality at North Americas largest companies on behalf of bondholders and creditors (at Moody’s Investors’ Service) and advised corporate public issuers on how to respond to and engage with activist investors,
ESG advocates, shareholder proponents and proxy advisor firms (at proxy solicitation/shareholder communications firms The Altman Group and Laurel Hill Advisory). In 2014 and 2010, NACD Directorship identified Francis as a D-100 governance professional and one of a group of 30 “People To Watch”, respectively.

As Principal of Byrd Governance Advisory, Francis provides strategic advice on shareholder communications, engagement strategy and investor relations to corporate issuers. As Senior Consultant for Integrated Compliance Solutions Group LLC, Francis works with ICS Group’s corporate, pension plans and investment advisory clients to assess internal governance policies. As a Consultant with TOP Capital Advisors (TCA), Francis assists the firm’s private equity clients with the preparation of due diligence, private placement memorandums and marketing materials used in presentations to institutional investors. In addition, Francis provides strategic input relating to corporate governance matters and ESG disclosure.

 

Celeste A. Clark, PhD.
Principal
Abraham Clark Consulting  LLC

Dr. Celeste A. Clark served as a senior executive of Kellogg Company where she was a member of the Global Executive Management Team, and had an accomplished career spanning nearly 35 years in the food industry. She was responsible for leading the development and implementation of health, nutrition and regulatory science initiatives globally. In addition, she also led the global functions of corporate communications, public affairs, sustainability, philanthropy and several administrative areas.

Dr. Clark served as President, Kellogg Corporate Citizenship Fund, the company’s philanthropic entity. In this capacity, she was responsible for providing grants that aligned with business objectives in the communities served by Kellogg globally. Corporate reputation management and corporate social responsibility (CSR) were integral to the work performed. She also served as Chief Sustainability Officer, and worked closely with the company’s operational team to help ensure that the sourcing, manufacturing and distribution of food products were aligned with the efficient use of environmental resources.

Dr. Clark has board governance experience in both publicly- and privately-held companies, and in non-profit organizations. She served as a director of the Mead Johnson Nutrition Company, until its acquisition in 2017 by Reckitt Benckiser where she served on the Nominating and Governance, Compliance and Risk, Nutrition Science and Technology, and Audit Committees; AdvancePierre Foods, until its acquisition in 2017 where she chaired Corporate Nominating and Governance, and served as a member of  the Audit, and Transaction Committees. Dr. Clark also served as a director of Diamond Foods, Inc., and was a member of the Nominating and Governance, and Compensation Committees until the company’s acquisition by Synder’s-Lance, Inc. in 2016. She currently serves on the boards of Omega Protein, Inc. where she is a member of the Nominating and Governance, and Compensation Committees; and privately-held AAA Michigan, where she serves on the Nominating and Governance  Committee; and Kate Farms, Inc.  Dr. Clark is a trustee of the W.K. Kellogg Foundation and is engaged in non-profit work both domestically and internationally to improve the lives and outcomes for vulnerable children and their families. She is the principal of Abraham Clark Consulting, LLC and consults on nutrition and health policy, regulatory affairs, and leadership development.

Dr. Clark serves as adjunct professor at Michigan State University, East Lansing, Michigan in the Department of Food Science and Human Nutrition. She is also an invited guest lecturer/speaker at other universities on food and health policy, leadership development, and philanthropy. Dr. Clark has been recognized with numerous awards and professional accomplishments. She is a member of several professional organizations and is engaged with various civic organizations in her community.

 

Honorable Nelson A. Diaz
Partner
Dilworth Paxson LLP

Hon. Nelson Diaz, a partner at the law firm of Dilworth Paxson LLP. Judge Diaz served on the Board of Directors of Exelon Corporation from 2004 to 2015, Previously, he served as the City Solicitor for the City of Philadelphia from December 2001 through January 2004, and Judge of the Court of Common Pleas, First Judicial District of Pennsylvania (1981-1993), where he served as Administrative Judge responsible for supervising judges and staff and managing the budget. Judge Diaz also served as General Counsel, United States Department of Housing and Urban Affairs (1993-1997). Judge Diaz has also served as a director of the Philadelphia Electric Company (PECO) and served as Chairman of the board of trustees of Paradigm Multi Strategy Fund I, LLC. Judge Diaz is a Trustee of Temple University.

 




Advertise-Info

PARTNER WITH COMMPRO

ABOUT COMMPRO

To produce, share and promote your content and capabilities via the development of webinars, sharing of your branded intellectual property and thought leadership posts to our community of 170,000+ Public Relations, Corporate Communications, Marketing, Investor Relations, & Financial Communications professionals. 

DISTRIBUTION

  • More than 170,000 email subscribers to the CommPRO Daily Executive Briefing
  • More than 3 million subscribers to news aggregation apps Feedly and News360
  • Global audiences through online syndication including; Equities.com, Flipboard, AllTop, FeedBurner, FeedAge, Blog Digger, Feed Listing and Apple News
  • Social Media channels including, Facebook, Twitter and Linkedin

WEBINARS

CommPRO serves as your turnkey solution for webinar development.  Our process includes:

  • Collaboration with our partner to develop the webinar(s) content calendar.
  • Management of all webinar speaker recruitment.
  • The development of the webinar overview and all event messaging materials (e.g. webinar registration confirmation email, webinar post on the CommPRO.biz website.)
  • Creation of all webinar marketing materials, including:
  • Webinar email invitation (CommPRO Alert)
  • Display ads for the CommPRO website, daily executive briefing email and social platforms.  NOTE: This includes creation of specific sizes needed by our partner.
  • Coordination and management of all webinar preparation materials (event prep, webinar deck)

Our webinars provide insight and education to the c-suite.  A cross-section of our events:

  • FIGHTING THE GOOD FIGHT: Navigation Strategies for the C-Suite in a Time of Uncertainty
  • Bringing Back the Small Cap IPO: 2017 Reg A+ Outlook
  • Employee Advocacy Success at Scale
  • How A Trump Presidency May Impact Shareholder Activism
  • The Content Marketing Crossroads and Rise of Content Intelligence
  • Financial Communications and Innovation Forum
  • The Integrated Communicators Guide to LinkedIn

CONTENT MARKETING

A lead generation partnership with CommPRO offers the perfect platform to reach decision-makers working in all facets of integrated marketing communications.  Working together, we will deliver the following:

  • Content marketing & distribution
  • Lead generation
  • Brand marketing

LEAD GENERATION / CONTENT SHARING

Own a section of CommPRO’s web site (For example: PR  ROI Channel) Your  ‘channel’  includes:

  • Unlimited content posts – posting frequency is up to you.
  • Want results fast? Post at least one new content item per week. Why? Each time you post a new content item, it is featured in the CommPRO Daily Executive Briefing and on the homepage of our web site, www.commpro.biz
  • $5,000 per month

SPONSOR A LEAD GENERATION POST

For example, “S&P100 Corporate Website Survey: Who is Top, Who is the Flop?” (Download Results) https://bit.ly/1lY1Mhx

  • $3,500 per post

DEVELOP CUSTOM CONTENT

CommPRO will work with you to develop custom white papers, case studies or articles. The fee is based upon word-count, $2 per word.

WEB ADVERTISING

CommPRO’s website attracts 75,000 unique visitors per month. Online advertising options include:

  • Per month options or packages for rotating banner ad
  • Per month options or packages for static box ad on homepage

BANNER RATES

  • Featured on the homepage slider (800 x 496 pixels) – $3,000/month
  • Leaderboard, homepage (728×90 pixels) – $2,000/month
  • Large rectangle, right-hand column of homepage (300×250 pixels) – $1,500/month
  • Large rectangle, run-of-site (300×250 pixels) – $1,200/month
  • Leaderboard, run-of-site (728×90 pixels) – $1,000/month
  • *Exclusive advertiser sponsorship of specific key word landing pages of the site is available (e.g. crisis communications, shareholder activism, etc.)

BANNER SPECS

  • We can accommodate any type of banner (animated gif, jpg, Flash or HTML5), including video and custom widgets. Banners can be changed as often as necessary throughout the course of a campaign.

TRACKING

  • Click tracking can be linked to an advertiser’s Google Analytics account or CommPRO can implement custom links specified by the advertiser.

EMAIL BLASTS

CommPRO has an audience of 170,000+ Corporate Communications, Marketing, Investor Relations, & Financial Communications professionals.

Sponsor an email blast and you’ll get to:

  • Generate leads
  • Increase enrollment in your communication, marketing, and digital media programs
  • Customize your messaging

E-LETTER ADVERTISING

CommPRO’s executive briefing is sent out daily to 60,000 members of our community of C-suite professionals who have subscribed to receive news and knowledge relevant to professionals working in the communications disciplines–corporate communications, public relations, marketing, financial communications and investor relations.

  • Monthly Sponsorship (650 x 150  pixel banner) – $2,000
  • Weekly Sponsorship (650 x 150 pixel banner) – $500
  • Text Ad (up to 40 words) – $100/week

 

For a comprehensive package of visibility programs on CommPRO, contact:
Sharlene Spingler, Publisher
Sharlene@CommPRO.biz
646-982-5181




IR Therefore I am

IR THEREFORE I AM







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Advertise

PARTNER WITH COMMPRO

ABOUT COMMPRO

To produce, share and promote your content and capabilities via the development of webinars, sharing of your branded intellectual property and thought leadership posts to our community of 170,000+ Public Relations, Corporate Communications, Marketing, Investor Relations, & Financial Communications professionals. 

DISTRIBUTION

  • More than 170,000 email subscribers to the CommPRO Daily Executive Briefing
  • More than 3 million subscribers to news aggregation apps Feedly and News360
  • Global audiences through online syndication including; Equities.com, Flipboard, AllTop, FeedBurner, FeedAge, Blog Digger, Feed Listing and Apple News
  • Social Media channels including, Facebook, Twitter and Linkedin

WEBINARS

CommPRO serves as your turnkey solution for webinar development.  Our process includes:

  • Collaboration with our partner to develop the webinar(s) content calendar.
  • Management of all webinar speaker recruitment.
  • The development of the webinar overview and all event messaging materials (e.g. webinar registration confirmation email, webinar post on the CommPRO.biz website.)
  • Creation of all webinar marketing materials, including:
  • Webinar email invitation (CommPRO Alert)
  • Display ads for the CommPRO website, daily executive briefing email and social platforms.  NOTE: This includes creation of specific sizes needed by our partner.
  • Coordination and management of all webinar preparation materials (event prep, webinar deck)

Our webinars provide insight and education to the c-suite.  A cross-section of our events:

  • FIGHTING THE GOOD FIGHT: Navigation Strategies for the C-Suite in a Time of Uncertainty
  • Bringing Back the Small Cap IPO: 2017 Reg A+ Outlook
  • Employee Advocacy Success at Scale
  • How A Trump Presidency May Impact Shareholder Activism
  • The Content Marketing Crossroads and Rise of Content Intelligence
  • Financial Communications and Innovation Forum
  • The Integrated Communicators Guide to LinkedIn

CONTENT MARKETING

A lead generation partnership with CommPRO offers the perfect platform to reach decision-makers working in all facets of integrated marketing communications.  Working together, we will deliver the following:

  • Content marketing & distribution
  • Lead generation
  • Brand marketing

LEAD GENERATION / CONTENT SHARING

Own a section of CommPRO’s web site (For example: PR  ROI Channel) Your  ‘channel’  includes:

  • Unlimited content posts – posting frequency is up to you.
  • Want results fast? Post at least one new content item per week. Why? Each time you post a new content item, it is featured in the CommPRO Daily Executive Briefing and on the homepage of our web site, www.commpro.biz
  • $5,000 per month

SPONSOR A LEAD GENERATION POST

For example, “S&P100 Corporate Website Survey: Who is Top, Who is the Flop?” (Download Results) https://bit.ly/1lY1Mhx

  • $3,500 per post

DEVELOP CUSTOM CONTENT

CommPRO will work with you to develop custom white papers, case studies or articles. The fee is based upon word-count, $2 per word.

WEB ADVERTISING

CommPRO’s website attracts 75,000 unique visitors per month. Online advertising options include:

  • Per month options or packages for rotating banner ad
  • Per month options or packages for static box ad on homepage

BANNER RATES

  • Featured on the homepage slider (800 x 496 pixels) – $3,000/month
  • Leaderboard, homepage (728×90 pixels) – $2,000/month
  • Large rectangle, right-hand column of homepage (300×250 pixels) – $1,500/month
  • Large rectangle, run-of-site (300×250 pixels) – $1,200/month
  • Leaderboard, run-of-site (728×90 pixels) – $1,000/month
  • *Exclusive advertiser sponsorship of specific key word landing pages of the site is available (e.g. crisis communications, shareholder activism, etc.)

BANNER SPECS

  • We can accommodate any type of banner (animated gif, jpg, Flash or HTML5), including video and custom widgets. Banners can be changed as often as necessary throughout the course of a campaign.

TRACKING

  • Click tracking can be linked to an advertiser’s Google Analytics account or CommPRO can implement custom links specified by the advertiser.

EMAIL BLASTS

CommPRO has an audience of 170,000+ Corporate Communications, Marketing, Investor Relations, & Financial Communications professionals.

Sponsor an email blast and you’ll get to:

  • Generate leads
  • Increase enrollment in your communication, marketing, and digital media programs
  • Customize your messaging

E-LETTER ADVERTISING

CommPRO’s executive briefing is sent out daily to 60,000 members of our community of C-suite professionals who have subscribed to receive news and knowledge relevant to professionals working in the communications disciplines–corporate communications, public relations, marketing, financial communications and investor relations.

  • Monthly Sponsorship (650 x 150  pixel banner) – $2,000
  • Weekly Sponsorship (650 x 150 pixel banner) – $500
  • Text Ad (up to 40 words) – $100/week

 

For a comprehensive package of visibility programs on CommPRO, contact:

Fay Shapiro, Group Publisher
Fays@commpro.biz
212-779-0181

 




2017 Proxy Season Recap (Webinar On-Demand)

Webinar Overview

Now that the 2017 proxy season is over, our expert panel returns to provide their insights on key votes, trends in shareholder activism, and lessons learned that will be useful for the proxy “off-season” and 2018.  The panel discussion will answer these key questions:

  • What were the key shareholder proposals issues this year?
  • How did institutional investors view differently ESG-related proposals this season?
  • How will institutional investors view vote outcomes this season?
  • Are there any new trends emerging in shareholder engagement?
  • What’s the outlook for shareholder activism going forward?
  • What are some of the lessons learned that will help companies prepare for 2018?

Moderator

Stephen L. BrownStephen L. Brown
Senior Advisor
KPMG Board Leadership Center

Stephen L. Brown, a Senior Advisor at KPMG Board Leadership Center, is a globally recognized governance expert, thought leader and trusted adviser to corporate boards and C-suites.  Mr. Brown founded The Edgerton Group, a boutique consulting firm that advises boards and management on critical corporate governance issues.  Formerly, he was the CEO of the Society of Corporate Governance.  Prior to the Society, he led the corporate governance group at TIAA.  Prior to TIAA, Mr. Brown practiced securities law at WilmerHale and Skadden and was an analyst with Goldman Sachs.  Named by NACD as one of the 100 most influential people in corporate governance and the boardroom, he is also an adjunct professor at the McDonough School of Business at Georgetown, Yale College, and the Colin Powell School at CCNY.   Mr. Brown received his B.A. with honors from Yale and his J.D. from Columbia University Law School where he was a Harlan Fiske Stone Scholar.

Panel

Amy BorreusAmy Borrus
Deputy Director
Council of Institutional Investors

Amy Borrus plays a major role in developing CII policies on corporate governance and shareholder rights issues and in positioning the organization to achieve its strategic goals. She works closely with the Board of Directors and executive director to craft CII’s strategic plan and execute its mission, has responsibility for developing and planning CII conferences and speaks for CII at investor, corporate, academic and other forums. She leads CII’s efforts to communicate its positions effectively to members, other stakeholders, policymakers and the media. She also manages CII’s Proxy Voter Group, a forum for senior governance professionals at more than 75 leading institutional investor organizations, and staffs the CII board Audit Committee.

CII, founded in 1985, is a nonpartisan, nonprofit association of public, union and corporate employee benefit funds and endowments with combined assets that exceed $3 trillion. CII’s has Associate (non-voting) Members include a range of asset managers with more than $20 trillion in assets under management. CII’s mission is to educate its members and the public about effective corporate governance, shareowner rights and related investment issues, and to advocate on its members’ behalf.

Before joining CII in 2006, Amy Borrus was a correspondent for BusinessWeek for 25 years. She researched, wrote and edited stories about business, finance, politics and other issues, from Washington, D.C., London and Tokyo.

She earned a B.A. in English and history from the University of Pennsylvania, a master’s degree in International Relations from the London School of Economics and Political Science and the Claritas Investment Certificate from the CFA Institute.

 

Gottfried_Keith_74159_4x5Keith E. Gottfried
Partner & Shareholder Activism Defense Practice Leader
Morgan, Lewis & Bockius LLP

Keith E. Gottfried is a corporate partner with the global law firm of Morgan, Lewis & Bockius LLP and the leader of its market-leading shareholder activism defense practice. Morgan Lewis was recently ranked No. 3 among all law firms for legal defense of public companies against activist shareholders in the Thomson Reuters Global Shareholder Activism Scorecard for the 2016 full year (as of February 1, 2017), No. 2 in the Factset SharkRepellent 2016 full year activism defense league table (as of January 26, 2017) and No. 2 in the Activist Insight Magazine 2016 full year activist defense league table (as of December 5, 2016), in each case based on the number of publicly disclosed activist defense matters that Morgan Lewis has been involved in. 

Over the course a legal career that spans almost 25 years, Keith has been involved in defending numerous public companies against high-profile proxy contests, special meeting demands, consent solicitations and unsolicited acquisition proposals. Frequently quoted by the national business media on issues relating to shareholder activism, Keith publishes and presents regularly on the strategies companies and their boards of directors can apply to make themselves less vulnerable to activist investors as well as strategies for shareholder engagement. Keith is listed in the 2017 edition of Chambers USA which ranks him as a leading corporate/M&A lawyer. As activist campaigns closely resemble political campaigns, Keith also brings to his activism defense clients substantial political insight gained as a U.S. Senate confirmed White House appointee in the administration of President George W. Bush.

Keith holds a J.D. from the Boston University School of Law, an M.B.A. from the Boston University Questrom School of Business and a B.S. in Economics from the Wharton School of the University of Pennsylvania.

 

Mark HarnettMark H. Harnett
Founding Partner
Strategic Governance Advisors

Mark Harnett is a founding partner of Strategic Governance Advisors (“SGA”), which helps boards and executives secure shareholder support for a Company’s stated strategic objectives – especially in situations where building long term value may impact short term financial performance.

Formerly Managing Director of Sard Verbinnen, before joining SVC in 2015 Mark was co-founder and President of leading proxy solicitor MacKenzie Partners, where he amassed over 25 years of experience providing counsel on hundreds of proxy contests, tender offers and mergers.

He has deep expertise as the lead strategist on the timing and content of proxy campaigns; consulting and briefing corporate boards and CEOs; creating messaging for proxy campaigns; advising clients on the influence of ISS and Glass Lewis and forecasting vote outcomes; scheduling and accompanying clients on road shows to ISS and to all leading institutional, index and arbitrageur shareholders; and counseling company executives, boards and their attorneys on annual and special meeting scenarios.

 

REGISTER NOW