Tag Archives: time

Yahoo Reportedly Plans To Amend Bylaws; Proxy Battle Looms

Yahoo ( YHOO ) is implementing “proxy access” — an increasingly used strategy making it easier for longtime shareholders to nominate a board member — as the company girds for what’s being called an epic proxy battle. Yahoo said  that it had amended its bylaws to allow a stockholder or group of as many as 20 investors that hold at least 3% of its shares continuously for three years to nominate directors, according to a report in the Wall Street Journal. The move goes into effect after Yahoo’s 2016 annual meeting, which is expected in June or July. Activist hedge fund investor Starboard Value has nominated its full slate of directors under Yahoo’s existing bylaws. The newly announced proxy-access change wouldn’t have affected Starboard’s ability to replace the directors even if proxy access had been in place for the upcoming meeting, Patrick McGurn, special counsel for proxy advisory firm Institutional Shareholder Services, told the WSJ. About 21% of S&P 500 companies have adopted proxy access, up from about 1% in 2014, according to ISS. Apple ( AAPL ) amended its company bylaws in December to make it easier for shareholders to make board nominations.  General Electric ( GE ) and AT&T ( T ) are among other companies that have instituted proxy access, said the WSJ, with 117 U.S. companies embracing the change last year. At the annual meeting, Yahoo shareholders will vote on whether to replace all nine board members with a slate nominated by Starboard, which wants to see change. Starboard  said last week that since Yahoo CEO Marissa Mayer and others in the company’s leadership “have repeatedly failed shareholders,” the hedge fund wants to sweep out all of the ailing Web company’s directors and replace them with its own slate. Yahoo advisors have contacted potential buyers, including Verizon Communications ( VZ ), IAC/InterActivecorp ( IAC ) and Time ( TIME ), as well as private-equity firms TPG and KKR ( KKR ). Yahoo stock rose a fraction Thursday but was down a fraction in midday trading in the stock market today , near 36.

Yahoo Preps Legal ‘Nuclear Weapon’: Report; Proxy Battle Looms

Yahoo ( YHOO ) is implementing “proxy access” — an increasingly used strategy making it easier for longtime shareholders to nominate a board member — as the company girds for what’s being called an epic proxy battle. “It is the nuclear weapon that is a measure of last resort,” Bess Joffe, head of corporate governance at major asset manager TIAA-CREF,  told the Wall Street Journal in January about why more companies are adopting the “proxy access” measure. Yahoo said that it had amended its bylaws to allow a stockholder or group of as many as 20 investors that hold at least 3% of its shares continuously for three years to nominate directors, according to a report in the Wall Street Journal. The move goes into effect after Yahoo’s 2016 annual meeting, which is expected in June or July. Activist hedge fund investor Starboard Value has nominated its full slate of directors under Yahoo’s existing bylaws. The newly announced proxy-access change wouldn’t have affected Starboard’s ability to replace the directors even if proxy access had been in place for the upcoming meeting, Patrick McGurn, special counsel for proxy advisory firm Institutional Shareholder Services, told the WSJ. About 21% of S&P 500 companies have adopted proxy access, up from about 1% in 2014, according to ISS. Apple ( AAPL ) amended its company bylaws in December to make it easier for shareholders to make board nominations.  General Electric ( GE ) and AT&T ( T ) are among other companies that have instituted proxy access, said the WSJ, with 117 U.S. companies embracing the change last year. At the annual meeting, Yahoo shareholders will vote on whether to replace all nine board members with a slate nominated by Starboard, which wants to see change. Starboard  said last week that since Yahoo CEO Marissa Mayer and others in the company’s leadership “have repeatedly failed shareholders,” the hedge fund wants to sweep out all of the ailing Web company’s directors and replace them with its own slate. Yahoo advisors have contacted potential buyers, including Verizon Communications ( VZ ), IAC/InterActivecorp ( IAC ) and Time ( TIME ), as well as private-equity firms TPG and KKR ( KKR ). Yahoo stock rose a fraction in the stock market today , to 36.81.

The Teleology Of Smart Beta

By Craig Lazzara As assets tracking factor indices grow, so does the attention paid to evaluating and promoting these so-called “smart beta” funds. Even the nomenclature attracts attention. Professor William Sharpe, famous among other things for introducing the concept of beta to academic finance, has said that the term “smart beta” makes him ” definitionally sick ,” and lesser lights than he have also voiced reservations about the terminology. Recently, one of the financial community’s best journalists opined that smart beta may be less smart than many of its practitioners allow. How should an investor evaluate a “smart beta” strategy? One fair way is to evaluate it against the claims its advocates make, which requires that those claims be made explicit. A factor index provides exposure to stocks with certain common characteristics. Are those characteristics desirable in themselves, or desirable only because they are a means to a different end? What, in other words, is the telos of a smart beta index? This question puts a certain burden on both manager and investor, as clarity, already a moral virtue, becomes a practical necessity . For example, suppose an investor is sold a value-driven “smart beta” ETF. Its managers say (truthfully) that it will hold only stocks with above-average yields and below-average P/E ratios. The investor buys the fund, and several years later, finds that his “smart” ETF has underperformed the dumb old cap-weighted index from which its constituents were drawn. But the ETF’s stocks were cheap when they were bought and they remain cheap. Ought the investor to be aggrieved? And if so, with whom – with himself, or with his ETF manager? Of course, in our simple example, the investor may not have been fully clear, not even with himself, about his underlying assumptions. He may have told himself that he bought the ETF in question because he wanted to own undervalued stocks, and this may even be true, as far as it goes. But it may not go far enough. Perhaps the fuller truth is that he wanted to own undervalued stocks as a means of outperforming a cap-weighted benchmark. And smart beta’s failure to outperform, in this case, is as irksome as would be the underperformance of an active manager (although perhaps less painful in view of smart beta’s presumably lower fees). The investor, in other words, needs to understand his own motivation. Does he want factor exposure in itself, or because it is a means to a different end? An investor who undertakes factor exposure as a means of outperforming should be aware that, just as no active manager outperforms all the time, neither does any factor index. The investor should strive to understand the conditions that will make for a factor’s success. Equally, he should strive to understand his own goals and motivations . Disclosure: © S&P Dow Jones Indices LLC 2015. Indexology® is a trademark of S&P Dow Jones Indices LLC (SPDJI). S&P® is a trademark of Standard & Poor’s Financial Services LLC and Dow Jones® is a trademark of Dow Jones Trademark Holdings LLC, and those marks have been licensed to S&P DJI. This material is reproduced with the prior written consent of S&P DJI. For more information on S&P DJI and to see our full disclaimer, visit www.spdji.com/terms-of-use .