"The Precipice of History"

By Jones, Leigh | THE JOURNAL RECORD, May 1, 1997 | Go to article overview

"The Precipice of History"


Jones, Leigh, THE JOURNAL RECORD


Shareholders' voices in corporate management just got louder -- at least at Fleming Cos. Inc.

The Oklahoma City-based food marketing and distribution company's top brass were given a bitter pill to swallow Wednesday as shareholders determined that any hostile takeover plans must be put to a shareholder vote.

Anti-takeover plans -- or poison pill plans -- are typically left to the discretion of corporations' directors, but that could be changing in corporate America, and Fleming may be the vanguard. "At stake here is the very notion of corporate governance and the nature of ownership in corporate America," said Michael Kapsa, spokesperson for the International Brotherhood of Teamsters who spearheaded the resolution. But Robert Stauth, chairman and CEO of Fleming found the Teamsters' victory less significant, saying that a takeover of Fleming is unlikely anyway. "This may become a non-issue." The resolution requiring shareholder approval for poison pill plans passed by 60.5 percent. Some 86 percent of Fleming's total outstanding shares were represented at the meeting. "For shareholders' rights, this is a significant advancement," said Bart Naylor, also with the Teamsters. "The institutional shareholders have now joined with the employee shareholders to insist on representation." Poison pill plans are anti-takeover defenses that corporations use to make hostile acquisitions prohibitively expensive. For example, a company, to thwart a takeover, may issue a new series of preferred shares, which give shareholders the right to compel their redemption at a premium price after the takeover. Fleming's dispute with the Teamsters concerning the poison pill issue escalated in September when the union filed suit in the Western District's federal court alleging that Fleming's board didn't have the exclusive say-so in instigating poison pill plans, pursuant to SEC rules. The Teamsters sought the court's declaration that Fleming must put the issue before the shareholders. The Teamsters hold only about 65 of Fleming's 37 million shares outstanding. Prior to their lawsuit filed in September, the Teamsters had submitted a proposal at last year's meeting asking Fleming's board to voluntarily revoke its poison pill provision. Despite the Teamsters' small numbers, their proposal won by a 2-1 shareholder vote. But Fleming's board later voted to renew the provision. In January, Judge Wayne Alley ruled in the Teamsters' favor and required Fleming to include a vote on the issue as part of its April 30 meeting. Fleming's board later voted to voluntarily terminate its plan for the time being. Stauth said that the result of Wednesday's vote is that Fleming now has no anti-takeover provision in place, but he added that Fleming will heed the voice of its stock owners. "The shareholders have spoken and we have listened." Naylor of the Teamsters said that Fleming's poison pill resolution could pave the way for a new era of shareholders' participation in corporate governance. "We're on the precipice of history. …

The rest of this article is only available to active members of Questia

Sign up now for a free, 1-day trial and receive full access to:

  • Questia's entire collection
  • Automatic bibliography creation
  • More helpful research tools like notes, citations, and highlights
  • Ad-free environment

Already a member? Log in now.

Notes for this article

Add a new note
If you are trying to select text to create highlights or citations, remember that you must now click or tap on the first word, and then click or tap on the last word.
One moment ...
Default project is now your active project.
Project items

Items saved from this article

This article has been saved
Highlights (0)
Some of your highlights are legacy items.

Highlights saved before July 30, 2012 will not be displayed on their respective source pages.

You can easily re-create the highlights by opening the book page or article, selecting the text, and clicking “Highlight.”

Citations (0)
Some of your citations are legacy items.

Any citation created before July 30, 2012 will labeled as a “Cited page.” New citations will be saved as cited passages, pages or articles.

We also added the ability to view new citations from your projects or the book or article where you created them.

Notes (0)
Bookmarks (0)

You have no saved items from this article

Project items include:
  • Saved book/article
  • Highlights
  • Quotes/citations
  • Notes
  • Bookmarks
Notes
Cite this article

Cited article

Style
Citations are available only to our active members.
Sign up now to cite pages or passages in MLA, APA and Chicago citation styles.

(Einhorn, 1992, p. 25)

(Einhorn 25)

1

1. Lois J. Einhorn, Abraham Lincoln, the Orator: Penetrating the Lincoln Legend (Westport, CT: Greenwood Press, 1992), 25, http://www.questia.com/read/27419298.

Cited article

"The Precipice of History"
Settings

Settings

Typeface
Text size Smaller Larger Reset View mode
Search within

Search within this article

Look up

Look up a word

  • Dictionary
  • Thesaurus
Please submit a word or phrase above.
Print this page

Print this page

Why can't I print more than one page at a time?

Full screen

matching results for page

Cited passage

Style
Citations are available only to our active members.
Sign up now to cite pages or passages in MLA, APA and Chicago citation styles.

"Portraying himself as an honest, ordinary person helped Lincoln identify with his audiences." (Einhorn, 1992, p. 25).

"Portraying himself as an honest, ordinary person helped Lincoln identify with his audiences." (Einhorn 25)

"Portraying himself as an honest, ordinary person helped Lincoln identify with his audiences."1

1. Lois J. Einhorn, Abraham Lincoln, the Orator: Penetrating the Lincoln Legend (Westport, CT: Greenwood Press, 1992), 25, http://www.questia.com/read/27419298.

Cited passage

Welcome to the new Questia Reader

The Questia Reader has been updated to provide you with an even better online reading experience.  It is now 100% Responsive, which means you can read our books and articles on any sized device you wish.  All of your favorite tools like notes, highlights, and citations are still here, but the way you select text has been updated to be easier to use, especially on touchscreen devices.  Here's how:

1. Click or tap the first word you want to select.
2. Click or tap the last word you want to select.

OK, got it!

Thanks for trying Questia!

Please continue trying out our research tools, but please note, full functionality is available only to our active members.

Your work will be lost once you leave this Web page.

For full access in an ad-free environment, sign up now for a FREE, 1-day trial.

Already a member? Log in now.