Marty Lipton is a founding partner of Wachtell, Lipton, Rosen & Katz, a firm specializing in mergers and acquisitions and matters of corporate policy and strategy. When Marty Lipton talks M&A strategy, people listen.
In a July 15th blog on the Harvard Law School Forum for Corporate Governance & Regulation Marty Lipton discusses the topic of handling institutional investor requests for access to independent directors. He begins by pointing to recent statements by institutional investors such as BlackRock and Vanguard that spell out their expectation that firms should give them access to independent directors or ideally adopt develop a policy for regular investor/director communications.
Marty Lipton offers several possible approaches to dealing with investor access to independent directors
In the blog, Lipton offers a number of suggestions on methods to facilitate shareholder access to independent directors:
- Establish a Shareholder Relations Committee. This board committee can receive communications from shareholders and meet with investors. In would also oversee board and director evaluations, which are becoming a focus for institutional investors.
- Set up a regular schedule to visit with major investors. The CoB and two or three other independent directors could join the CEO and head of investor relations on annual visits to the top 10 to 15 investors. The scope and substance of the agenda for those visits should be tailored to meet the interests and needs of the specific investor.
- Make two or three directors available to join the meeting and/or to meet privately when scheduling routine meetings between the CEO/CFO and top investors.
- Have independent directors attend an Investor Day and arrange meetings with top investors.
- Make arrangements for top shareholders to meet with directors at the annual meeting.
- Consider making the CoB the lead in facilitating communications with investors. Investors can be given the CoB’s contact info and told that s/he will set up direct contact with board members in appropriate circumstances.
- Alternatively, the major shareholder relations initiative can managed by the CFO and investor relations team, who will consult closely with the chief executive and general counsel.
- Consider having the CoB or the whole BoD send an annual letter to investors describing ongoing initiatives and soliciting input. This would help develop an understanding if the perspectives of shareholders, create long-term relationships and enhance board visibility.
