July 5, 2018

Brave New World: The 1st Blockchain Annual Meeting

In 2017, Delaware amended its corporate statute to permit corporate records to be maintained using distributed ledger technology – aka “blockchain.” While it’s not a Delaware corporation, Banco Santander recently became the first company to use blockchain as part of the voting process for its 2018 annual meeting. This “IR Magazine” article suggests that the results were impressive. Here’s an excerpt:

At this year’s Santander AGM, held on March 23, investors were asked to cast their vote twice: once in the traditional manner and once on the distributed ledger. Investors accessed the distributed ledger through Broadridge’s web application. One in five (21 percent) of the AGM participants made use of the new technology.

The results of the votes cast using blockchain were available within two days of the AGM, compared with the usual two or three-week wait with traditional proxy voting. In the near future, voters will be told real-time what the results are, according to Broadridge Financial Solutions.

The article notes that 60% of the company’s shareholders are institutions, and that its blockchain initiative is designed to increase turnout among those investors.

We’ve previously blogged about initiatives to use blockchain technology for voting at shareholder meetings – one of these initiatives involved Broadridge & several banks (including Santander), while another involved Nasdaq.

Board Diversity: Activists Install Majority-Female Board

As we’ve blogged in the past, corporate America continues to look for ways to enhance the diversity of its boards of directors, with Amazon’s recent adoption of a “Rooney Rule” being the latest initiative in this area.  Recently, however, investors in a company called “Destination Maternity” used a different route to increasing the number of women on its board directors – a good old fashioned proxy fight. This excerpt from a recent “Corporate Secretary” article has the details:

Shareholders have secured the rare replacement of an entire board – and the installation of a majority-female set of directors – following a proxy tussle at Destination Maternity.

The company late last month said that all four director nominees of investors Nathan Miller and Peter O’Malley had been elected to the board at Destination Maternity’s AGM. The company bills itself as the world’s largest designer and retailer of maternity apparel. The new board comprises Holly Alden, Christopher Morgan, Marla Ryan and Anne-Charlotte Windal.

The vote followed disagreements between Miller and O’Malley and the former board over the strategic direction and performance of the company. The investors have a turnaround plan they intend the new board to implement. The previous board – which comprised three men and one woman – insisted it had always acted in the best interests of company shareholders and criticized what it said were the investors’ ‘inexperienced and under-qualified candidates’ for directors.

Miller and O’Malley disputed this characterization and argued that the company needed to have a majority-female board. Despite the unusual demand, O’Malley, managing partner with Kenosis Capital, insists he and Miller are not activists but long-term investors. ‘We thought a maternity company should be run by women, who would be simpatico with customers,’ he tells Corporate Secretary.

Diversity initiatives are swell, but sometimes breaking a little furniture works wonders. . .

Securities Class Actions: Last Year’s “Bigliest” Winners

Kevin LaCroix recently blogged about an ISS report ranking 2017’s Top 50 plaintiffs’ law firms in terms of total cash settlements of North American securities class actions. Here’s an excerpt listing last year’s top 5 firms:

The report lists the Bernstein Litowitz law firm as having had the highest total of shareholder recoveries during the year, with $639 in total settlement funds recovered during 2017. $210 million of the law firm’s total is attributable to the largest 2017 settlement in the Salix Pharmaceuticals case. As I noted in a prior post discussing ISS Shareholder Class Action Services’ updated report on the Top 100 all-time securities settlements, the Bernstein Litowitz firm has the most Top 100 settlements, with the firm serving as lead or co-lead counsel in the 33 of the Top 100 securities class action lawsuit settlements.

The Robbins Geller law firm came in at second place on the 2017 Top 50 list, with $344 million in total settlement funds recovered. The report notes that Bernstein Litowitz and Robbins Geller have both finished in the top two positions on the list, in various orders for five straight years. As discussed in my prior post about the Top 100 all-time settlements, the Robbins Geller firm (inclusive of predecessor law firms) is second on the Top 100 list, with 17 of the largest settlements (including the largest ever settlement in the Enron case.)

Places three through five on the Top 50 list include the Cohen Milstein firm, in third place, with recoveries of $203 million; the Levi & Korinsky law firm in fourth place, with recoveries of $200 million; and the Block & Leviton law firm at $198 million. A total of eleven law firms had aggregate shareholder recoveries during the year in excess of $100 million.

Kevin speculates that Berstein Litowitz’s efforts may have netted it as much as $126 million last year. Nice work if you can get it.

John Jenkins