Mike and fellow CII members,

I think its worthy to note that de-classify measures most often require an articles amendment, which, unfortunately more times than not, requires a supermajority vote to pass. So a shareholder proposal passing with 50% obtaining an extra 25% from change in management recommendation barely satisfies the typical 75% supermajority of outstanding shares vote requirement to amend articles to de-classify.

As a reminder – a de-classify board articles amendment, requiring 75% of outstanding shares, is up for vote at next week’s June 1,2016 annual meeting of Willbros Group (NYSE: WG)

For further information contact:

Andrew Shapiro
President
Lawndale Capital Management, LLC
591 Redwood Highway #2345
Mill Valley, CA 94941
phone- 415-389-VALUE (8258)
e-mail- aeshapiro@lawndalecap.com

Follow Andrew Shapiro on:
Seeking Alpha: http://seekingalpha.com/author/andrew-shapiro
Twitter http://www.twitter.com/Lawndale1

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This communication, including all attachments, is not intended as and does not constitute an offer to sell any securities to any person or a solicitation of any person of any offer to purchase any securities. Such an offer or solicitation can only be made by the confidential Offering Circular of the Partnership. This information omits most of the information material to a decision whether to invest in the Partnership. No person should rely on any information in this document, but should rely exclusively on the Offering Circular in considering whether to invest in the Partnership.

From: McCauley_Mike <Mike.McCauley@sbafla.com>
Reply-To: <ciidiscussion@cii.simplelists.com>
Date: Fri, 27 May 2016 18:27:35 +0000
To: "ciidiscussion@cii.org" <ciidiscussion@cii.org>
Cc: Governance Distribution List <Governance@sbafla.com>
Conversation: Fabrizio Ferri - "Management Influence on Investors: Evidence from Shareholder Votes on the Frequency of Say on Pay"
Subject: [CII Member Discussion] Fabrizio Ferri - "Management Influence on Investors: Evidence from Shareholder Votes on the Frequency of Say on Pay"

An interesting study - "Between 2001 and 2012 we identify 129 firms where a shareholder proposal to declassify the board won a majority vote and was then followed by an analogous management proposal. Effectively, this means we can observe a time-series variation in management recommendations, from ‘against’ to ‘for’. Controlling for other determinants of votes, the difference in voting outcomes between the two subsequent proposals should capture the effect of the change in management recommendations and, thus, management influence on shareholder votes. Using this setting, we estimate management influence at about 24.4%. Remarkably, our cross-sectional and time-series estimates of management influence, based on two different settings (frequency of SOP votes and board declassification), are quite close, at around 25%. The magnitude is large and may actually be understated, since we examine two settings where many institutional investors have strong predetermined preferences (in favor of annual SOP votes and in favor of declassifying board)."

https://corpgov.law.harvard.edu/2016/05/26/management-influence-on-investors-evidence-from-shareholder-votes-on-the-frequency-of-say-on-pay/
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