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591 Redwood Highway #2345
Mill Valley, California,94941
Finance Courses Teacher
First City Capital
Mill Valley Public Library
City of Mill Valley
Mill Valley Public Library
Board Member - Board Secretary
Why Individuals Matter
National Association of Corporate Directors
Member, Compensation Committee
Council of Institutional Investors
Venture Capital Fellow
Arlington Hospitality , Inc.
Vice Chairman of Directors
Board | Mill Valley Library Foundation
Andrew Shapiro - Secretary
President & Portfolio Manager - Lawndale Capital Management, LLC
Andrew Shapiro, Lawndale Capital Management
2011 Draft Policies for Comment | ISS
Andrew Shapiro, President, Lawndale Capital Management, LLC
Corporate Governance News: October 2008
Andrew Shapiro, President of Lawndale Capital Management.
If you missed the program, check out the podcast page on the SVNACD site where a post-session interview with Shapiro will be soon be posted. (Disclosure: James McRitchie, publisher of CorpGov.net, is an investor in a vehicle managed by Shapiro's Lawndale Capital.
Panelists - Patrick S. McGurn, special counsel, RiskMetrics Group , ISS Governance Services; Jennifer Salopek, chairman, Charlotte Russe Holding, Inc. principal, ARC Business Advisors LLC; Andrew E. Shapiro, president, Lawndale Capital Management, LLC; John Wilson, director, Corporate Governance, TIAA-CREF.
Shapiro sees a wave of management led buyouts on the horizon as well as activism by creditors to address over leveraged balance sheets and liquidity problems. He is buying up debt that can be converted to equity... reamortizing balance sheets. He expects this to continue for several years because of limited economic growth. Management is likely to see the light at the end of the tunnel first and will use that advanced knowledge to look for private buyout opportunities. He sees too many no-shop clauses, rights of first refusal and other deal protectors that give a control premium to management. Shapiro and others pointed out the real impact of proxy access may be overblown, since not much will be saved by having a universal proxy card. Shapiro emphasized the need for communication, citing its lack as the biggest reason for escalation by funds like his. He also sees that interaction as part of director responsibilities around "duty of care." Another panelist cited a university of Santa Cruz study that showed even one woman director on a corporate board led to greater board independence and better financial reports. (sorry, I did a quick search but didn't find the study) That led to discussion around diversity and the need to apply thinking more broadly. I know that CalPERS and CalSTRS are working to build a pool of potential candidates for proxy access nominations. Diversity will play a large part in developing the list. Shapiro gave some advice concerning annual meetings, pointing to Warrn Buffett's practice of calling on individual committee chairs to report their respective parts of the annual report. Also some discussion around virtual meetings with Intel pulling back on their virtual-only meeting, but that web broadcast would allow many more to participate and would make them a real event that could generate a lot of publicity and positive dialogue. (see my posts on this from 1/20/10 and earlier same day) Wilson's final advice included papering in a day or two of engagement for directors with shareowners before the meeting. Shapiro similarly recommended calling your top 10 shareowners to hear their concerns... actually check in with several types. Keyword for the panel - communication. Further reading: Activist Shareholder Dialogue, Andrew Shapiro.