Shareholders Showed This Board Who's Boss

Do you care about Dynegy (NYSE: DYN  ) ? Perhaps, if you're like me and enjoy scouring the bottom of Mr. Market's barrel, you have run across it, but otherwise you may not have had a thought one way or another about this Texas power producer.

But you may want to start paying attention.

Late last year, shareholders turned down a $605 million ($5 per share) offer from Blackstone (NYSE: BX  ) despite urging from management to approve the deal. Billionaire investor and major Dynegy shareholder Carl Icahn quickly stepped into the lurch and Icahn Enterprises (NYSE: IEP  ) offered $665 million ($5.50 per share). Not enough shareholders offered up their stock at that price for that deal to go through.

So where does that leave Dynegy? Two potential buyers have been kicked aside and the lack of other bidders during this lengthy process suggests that those with the wherewithal to buy Dynegy aren't exactly drooling on themselves in anticipation. Meanwhile, the company stacked itself with debt and may struggle to meet its obligations.

Oh, right, and I almost forgot, the C-suite and board are giving up. Yes, you read that right. Apparently fed up with shareholders' refusal to listen to them, the company's executives -- most notably the CEO and CFO -- are packing up shop and moving on. The board is planning on doing the same after the upcoming annual meeting.

As my fellow Fool Alyce Lomax has pointed out, shareholders have recently been flexing new power granted through the Dodd-Frank Act. Already shareholders at companies such as Monsanto (NYSE: MON  ) and Jacobs Engineering (NYSE: JEC  ) have shown management who's really boss by knocking down proposals for triennial, rather than annual, votes on pay packages.

Not all that surprisingly, the shareholder efforts at Dynegy have been spearheaded by a hedge fund, Seneca Capital, whose rallying cry has been that both the Blackstone and Icahn bids undervalued the company. The idea is very simple: The shareholders own the company and if it's going to be sold, they ought to get full value for it.

All shareholders should keep a close eye on the outcome of this debacle. If it turns out that Seneca and the rest of Dynegy's shareholders are able to get a better deal without imperiling the company, it could serve as a blueprint for investors at other companies to push even harder on management when they feel slighted. If, however, no better bids come along and Dynegy runs into trouble as a result of missing out on the offers that were on the table -- and perhaps also from losing its management team -- then it could be a black eye for gung-ho investors.

Whether you are a Dynegy investor or not, you probably want to stay tuned to this showdown, so go ahead and add the stock to your Foolish watchlist to keep up to date.

Motley Fool Options has recommended a synthetic long position on Monsanto. Try any of our Foolish newsletter services free for 30 days. We Fools may not all hold the same opinions, but we all believe that considering a diverse range of insights makes us better investors.

Fool contributor Matt Koppenheffer owns shares of Blackstone, but does not own shares of any of the other companies mentioned. You can check out what Matt is keeping an eye on by visiting his CAPS portfolio, or you can follow Matt on Twitter @KoppTheFool or on his RSS feed. The Fool's disclosure policy prefers dividends over a sharp stick in the eye.


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  • Report this Comment On February 24, 2011, at 2:58 PM, Buvon wrote:

    Well personally I am sick of the financial world manipulating companies to strictly focus on a few dollars of profit, rather than the companies the employees and the people that make their living supporting industry. It will be very interesting when there are no more people left in this country with money to invest because they' re out of work.

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