Hospital chain Iasis Healthcare said this week that director Greg Kranias last Friday resigned his seat after almost five years on the board. The move came because Kranias, 37, also left TPG Capital, the company's controlling shareholder since 2004. There's no word yet on who TPG will name to fill his spot on Iasis' 11-member board. The firm designates nine of those directors.
The leaders of local bank holding company First Farmers & Merchants Corp. say they will soon file corrected financial statements for 2012 and 2013 after discovering errors in how they accounted for their post-retirement health care plan in those years. The mistakes with the defined-benefit plan — which covers employees who retired before mid-20007 — came to light in preparing the company's 2014 numbers and, in a filing with the SEC, First Farmers execs say they've brought accounting firm BKD into the loop.
Columbia-based First Farmers has $1.1 billion in assets and posted a profit of $7.6 million through the first nine months of last year. The company runs 19 offices in eight area counties.
Drawing on his team's plentiful experience gained from squaring off with Sardar Biglari, Cracker Barrel Old Country Store General Counsel Michael Zylstra has partnered with Bass Berry & Sims attorney Howard Lamar to outline a playbook for handling the not-so-friendly approaches of an activist investor. Among the major points the two emphasize is the need to stay away from grandstanding — that's reserved primarily for the Biglaris, Ackmans and Icahns of the world — and to communicate clearly to the company's employees, who can be strongly affected by activists' claims. Also key: Working hard to get major shareholders up to speed and inoculated against the activist.
These interactions provide not only insight to the business of a company but also provide shareholders an appreciation for the importance of independent oversight through the board of directors. Furthermore, this empowers shareholders to be more trusting of management and the board, and potentially to be less susceptible to claims made by an activist as to allegations of improper or entrenching motives of management or a company’s directors. Notwithstanding the potentially persuasive observations of an activist, the development of relationships by a company’s representatives over time can be a significant advantage when shareholders are faced with choices in a proxy contest.
Download the article from the Association of Corporate Counsel Docket at this link.
The directors of Healthcare Realty Trust last week voted to declassify the real estate investment trust's board structure, which now divides the nine-member body into groups of three. If shareholders approve next spring — and there's little reason to believe they won't — all directors will stand for a one-year term from then on.
POSTDATA: WARRANTY DEEDS