SAN JOSE, Calif.(AP)
The shareholder uprising that threw out nearly the entire board
of Take-Two Interactive Software Inc. was a victory for investors
who are fighting for new leadership at troubled companies,
corporate governance experts said Friday.
The upheaval at the publisher of "Grand Theft Auto"
and other video games culminated Thursday with the election of a
new chairman, the appointment of new directors and the ouster of
the CEO.
Experts marveled at the swiftness of the coup, saying it
reflects the growing sense of cooperation among disgruntled
shareholders looking to dispatch with embattled corporate
leaders.
Grievances with a public company's board are typically
fought in drawn-out proxy battles that can be costly and
frustrating even for large shareholders.
But the Take-Two revolt took less than a month to pull off.
It started earlier this month when a group of large shareholders
mounted a public campaign to weed out directors they blamed for the
company's financial woes and ethical lapses. The final vote
tally was revealed Thursday, shortly after the game maker's
annual meeting in New York.
"Institutional shareholders are much more aware now, and
they're much more organized _ they're not acting as lone
wolves anymore," said Eleanor Bloxham, president of The Value
Alliance and Corporate Governance Alliance in Westerville, Ohio.
"And when a company has lost its way, like Take-Two obviously
has, they're willing to come together and make something
happen."
A spate of corporate scandals has spurred investors to push for
ways to make it easier to replace board members, but such efforts
don't always work out.
Earlier this month, for example, Hewlett-Packard Co.
shareholders voted down a proposal that would have changed the
company's bylaws to allow investors to nominate directors. The
proposal was pitched as a way to ensure director accountability
after the boardroom spying fiasco involving former Chairwoman
Patricia Dunn and several senior HP employees.
HP opposed the changes, as did some of the company's biggest
stockholders, and the measure failed.
The situation at Take-Two also had unique characteristics:
_ The investor group that spearheaded the revolt controls nearly
half of the company's shares. At most public companies, even
large investors usually control only a small fraction of
shares.
_ A former Take-Two executive carries the dubious distinction of
being the first chief executive to be convicted of backdating stock
options. Ryan A. Brant, the company's former chairman and CEO,
pleaded guilty in February to first-degree falsification of
business records.
Still, the takeover sends a message to directors of other
companies that their jobs are in jeopardy if they lose sight of
their commitment to shareholders, said B. Espen Eckbo, the founding
director of the Center for Corporate Governance at the Tuck School
of Business at Dartmouth College.
The company's underlying financial troubles have rankled
investors and were major reasons behind the push for a change at
the top.
Despite having a lineup of top-selling games, Take-Two, one of
the world's biggest video game publishers, lost nearly $185
million last fiscal year while rivals Activision Inc., THQ Inc. and
top-selling Electronic Arts Inc. all managed to post healthy
profits.
"The pendulum is swinging in the U.S. toward more hiring
and firing of directors _ the board is being held to a higher
standard as we go forward than ever before," Eckbo said.
"Boards are literally being re-educated about what their jobs
are."
Still, Take-Two's stock price rose more than 13 percent from
last year until Thursday.
The stock lost 96 cents, or more than 4.5 percent, to close at
$20.14 in Friday trading on the Nasdaq Stock Market on concerns
that the new directors didn't offer enough guidance on how they
intend to turn the company around.
Michael Pachter, a research analyst at investment banking and
brokerage firm Wedbush Morgan Securities, said he was unimpressed
with the appointment of an acting CEO instead of a permanent one
and the board's lack of clarity on how to return the company to
profitability.
"I thought they would have identified someone right
away," he said. "And I was a little surprised that they
said they would have a strategy in 3 to 6 months. It's probably
unfair to expect that the dissident shareholder group could pull
something together this fast, have a strategy ready and move on,
but certainly that was the implication."
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