RiskMetrics' Decision Looms Large in Ackman's Target Fight
15 Mai 2009 - 7:50PM
Dow Jones News
Bill Ackman is getting some support in his effort to win some
Target Corp. (TGT) board seats, though the activist hedge-fund
manager's ambitious wish of getting five seats appears more
unlikely.
Ackman, founder of Pershing Square Capital Management, is asking
shareholders to elect five directors to the retailer's board. Two
proxy-voting advisory firms have made their decision in Ackman's
battle with the retailer. Proxy Governance Inc. supports just two
of Ackman's nominees and Egan-Jones supports none of Ackman's
nominees, even while withholding its votes for two of Target's
incumbents.
But corporate governance experts say the big event will occur
next week when RiskMetrics renders its decision. RiskMetrics,
expected to announce its recommendation by Tuesday, typically
advises more than 20% of shareholders, while Proxy Governance and
Egan-Jones combined advise less than 10%. Many shareholders pay
these firms to advise on voting decisions, and in this case, no
definitive consensus has been reached.
"I think you call these two endorsements tepid at best," said
Charles Elson, director of the Weinberg Center for Corporate
Governance at the University of Delaware. "The real question will
be answered by RiskMetrics."
Elson said the fact that Egan-Jones withheld its votes for two
Target nominees is "very different" from endorsing people from
Ackman's slate.
In fact, Egan-Jones said its only reason for withholding those
votes was because the two directors in question aren't "independent
outside directors."
Egan-Jones said in its report that Ackman "has provided no
convincing strategic plan that would lead to improvement in
long-term shareholder value."
Ackman, whose Pershing Square owns 7.8% of Target through stocks
and options, was not immediately available for comment. He has
lobbied for many changes at Target, including a transaction to
capitalize on its real estate, and reducing its credit-card
exposure.
In a press release Thursday night, Ackman said, "The
recommendations by these two proxy advisory firms underscore our
view that Target's board is in urgent need of fresh
perspectives."
Lawrence Hamermesh, a corporate law and governance professor at
Widener University, said it's telling that neither advisory firm
voted for Ackman himself to join Target's board. The two Ackman
nominees recommended by Proxy Governance were former Starbucks
Corp. (SBUX) Chief Executive Jim Donald and real-estate industry
veteran Michael Ashner.
Anecdotally, Hamermesh said RiskMetrics has gone against its
competitors in many proxy fights, but statistics about how often
weren't immediately available.
Even if Ackman fails to win any board seats, Hamermesh said he
wouldn't be surprised if the board made some "accommodations,"
considering such a large shareholder still has qualms with the
company.
"Nobody likes to have this kind of fight go on forever,"
Hamermesh said.
-By Joseph Checkler; Dow Jones Newswires; 201-938-4297;
joseph.checkler@dowjones.com