Shareholders, Shake Off Your Apathy And Vote To Stop Tom Ward And Michael Dell
There are currently two very high profile proxy contests circling the airwaves. One pitting Dell Inc. and its oversized CEO Michael Dell against Southeastern Asset Management (Dell’s largest outside investor) and all shareholders in their duel to prevent Mr. Dell from taking the company private at what many believe (including me) at a price that greatly undervalues its assets and cash flow generating capability. The second and more exigent example is TPG-Axon and its leader Dinakar Singh’s attempt to stage a metaphorical coup d’état and throw out the board of SandRidge Energy, thus ending the tyrannical reign of founder and CEO Tom Ward. I penned a story February 11 cataloguing the follies of SandRidge corporate governance practices. TPG-Axon holds 6.7% of SandRidge common shares and together with Mount Kellett Capital Management have over 11% of the vote. This affair carries some urgency as the vote is set for March 15, little more than three weeks hence. This article will examine some of the evidence for why shareholders at both companies need to shed their apathy and protect their financial interests by voting AGAINST management in both of these situations. What do shareholders have a right to expect from management and the board of directors of a publicly traded corporation? Next, I will try to outline why the deck is often stacked against shareholders and describe what it takes to prevail in these struggles to assert shareholder rights.