Steven Davidoff Solomon

The boardroom strikes back

Steven Davidoff Solomon writes for The New York Times, April 21, 2015

The shifting landscape of shareholder activism perhaps signals a transition. With more players and money pursuing it, companies seem to be adopting a more nuanced strategy that takes into account the fact that not all activists are alike.

Fight over Wynn Resorts overshadows question of management

Steven Davidoff Solomon writes for The New York Times, April 14, 2015

Elaine P. Wynn and her former husband, Stephen A. Wynn, are engaged in a spectacular Las Vegas fight over whether she should remain on the Wynn Resorts board. … Instead of being distracted by proxy battles, however juicy, and board composition, perhaps shareholders should focus on more important questions, like whether Mr. Wynn is the right person for this company.

A three-pronged front to limit shareholder litigation

Steven Davidoff Solomon writes for The New York Times, April 2, 2015

The war is being fought over recent amendments proposed to corporate law in Delaware, where most United States public companies are incorporated. These amendments would do three things: weaken appraisal rights, designate Delaware as the sole forum for litigation and ban so-called fee-shifting to the losing parties in cases.

Reading the fine print in the Heinz-Kraft deal

Steven Davidoff Solomon writes for The New York Times, March 26, 2015

Kraft shareholders will receive one share of Heinz stock for each share of Kraft stock. This is par for the course. The unusual part is that Heinz is private and will publicly list its shares in connection with this transaction. This immediately raises valuation issues.

The thorny task of advocating good corporate behavior

Steven Davidoff Solomon writes for The New York Times, March 24, 2015

The pension fund amended its investment policy for global governance to embrace what is called the corporate sustainability movement, the idea that companies should pay greater heed to the long-term future of themselves and society by adhering to social and environmental principles. It represents a huge endorsement of the fledgling movement and at first blush seems like a great idea. … But like many things in the world of shareholders and corporations, it quickly becomes complicated.

General Motors’ stock buyback follows a worrying trend

Steven Davidoff Solomon writes for The New York Times, March 17, 2015

Because G.M. was bankrupt only a few years ago, it seems a bit foolhardy for the company to willingly part with billions of dollars of hard-earned cash. But in a world where stock buybacks and shareholder activism are all the rage, it makes perfect sense on paper, if not in reality.

How loopholes turned Dish Network into a ‘very small business’

Steven Davidoff Solomon writes for The New York Times, February 24, 2015

At this point you may be scratching your head. How can Dish, a company with a $34 billion market value, be a “very small business”? … Through sleight of hand and aggressive use of partners and loopholes, Dish turned itself into that very small business, distorting reality and creating an unfair advantage.

Delaware courts pause on the deal price do-over

Steven Davidoff Solomon writes for The New York Times, February 19, 2015

The surge in appraisal rights cases and the arguments from advocates and opponents have been dumped into the laps of the courts in Delaware, where most companies are incorporated and these actions mostly take place. Delaware judges are beginning to sort this issue out.

That ‘good news, bad news’ behind stock buybacks

Steven Davidoff Solomon quoted in Marketplace, March 9, 2015

Large piles of cash tend to invite some investors to complain — loudly.  … “One of the ways the company responds to this,” says Steven Davidoff Solomon … “is to say, ‘Look, we’re trying to help our shareholders, we’ll give them back some cash.'”