Skip to main content

It will all be over soon

5/26/2009
This is the week. Target’s annual meeting is scheduled for Thursday, which means a resolution is at hand in the proxy battle over whether four existing board members should retain their seats or be replaced by an alternate slate of directors, as proposed by Bill Ackman with Pershing Square Capital Management. What began as a fairly civil matter has in recent weeks has become less so, with both sides making their case in strongly worded statements that has put Target on the defensive as it attempts to counter Ackman’s charges regarding board members qualifications, their business acumen and the company’s interpretation of corporate governance.

Most recently, Pershing Square accused Target of failing to comply with its own governance guidelines, and, as evidence of that assertion, cited an article from 1984 in the Harvard Business Review in which Kenneth Dayton, one of the company’s founding family members, said board members should resign after 12 years of service or when they reach 65. According to Pershing Square, Target nominees Solomon Trujillo and Anne Mulcahy should step down immediately because of a change in their employment status. Target contends the move is another attempt at misdirection by Pershing Square and said Ackman didn’t read the company’s corporate governance documents and further accused him of shameful attacks on board members.

The back and forth between the two sides for the past several months has been confusing to say the least, with shareholders challenged to separate fact from fiction and ask themselves whether Ackman represents change they can believe in. Target has issued 10 press releases on the subject since the beginning of March, and while Ackman has distributed nearly as many, he has been more aggressive in the use of national media and the Internet, appearing on CNBC and orchestrating Web cast meetings.
X
This ad will auto-close in 10 seconds