Archive for December, 2009

Directors Move From Failed Firms to New Board Spots

Gretchen Morgenson points out in the NYT that board members of companies that were damaged, and caused wider harm, in the subprime mortgage crisis haven’t been hurt themselves. Directors of failed banks and mortgage companies have moved on to serve on other corporate boards, including Sunoco Inc., Paccar Inc. and Tetra Tech Inc., she writes. Key passage:

… [I]t is hard to blame shareholders for wondering whose side directors are on, given the broad failures by many board members to recognize and rein in risk-taking at so many companies. As fiduciaries for the owners of the companies on whose boards they serve, directors have a duty to act in shareholders’ interests. After all, they are the shareholders’ representatives, and they are charged with ensuring that their companies are operated soundly and with long-term profitability in mind. Yet it doesn’t always seem to work out that way.

Morgenson mentions the steps the U.S. Securities and Exchange Commission is considering to make director elections more competitive, though she acknowledges critics regard the proposals as inadequate.

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December 29, 2009 at 5:07 pm Leave a comment

On2 Adjourns Meeting on Google, Solicits More Votes

On2 Technologies Inc., the video-compression software company, adjourned a special meeting on Google Inc.’s takeover bid, saying investors needed additional time to vote.

Most of the shares voted at the Dec. 18 meeting favored Google’s $106.5 million offer, On2 said in a statement. However, a merger vote requires a majority of shares outstanding rather than of shares voted, the company said. On2 suspended the meeting until Dec. 23 to provide more time to solicit proxies.

Matthew Frost, On2’s interim chief executive officer, said in the statement:

“Since a large number of On2’s stockholders have not yet voted, including many retail investors, we believe it is appropriate to adjourn the meeting and extend the voting deadline in order to give these investors a chance to vote.’’

Moxy Vote, the proxy-voting platform for individual investors, said on Dec. 16 that ballots representing 18.9 million On2 shares, or 11 percent of those outstanding, were cast through its Web site. Moxy Vote opened in November.

Google’s proposal has faced resistance from shareholders who said it was too low. Google offered 60 cents in its own stock for each share of On2.

Update: On2 has again adjourned the special meeting, this time until Feb. 17. The company set a new record date of Jan. 15. Investors who own stock on that date are eligible to vote at the meeting.

December 21, 2009 at 11:28 am 1 comment

Google Bid for On2 Faces Shareholder Opposition

Google Inc.’s $106.5 million bid to take over video-compression software maker On2 Technologies Inc. has run into shareholder opposition and might fail in a vote next week, according to Seeking Alpha.

On2 investors would receive 60 cents in Google stock for each On2 share they own. The Internet search giant’s offer is considered too low by group of On2 shareholders. While three proxy advisory companies recommend voting for the transaction, “there is a good chance the deal won’t be approved by [On2] shareholders’’ on Dec. 18, Dan Rayburn writes.

December 11, 2009 at 4:31 pm Leave a comment


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