Corporate Governance

The Children's Investment Fund v. CSX:

By J. Robert Brown

We followed TCI's efforts to gain representation on the board of CSX.  The case raised serious and complex issues about the concept of beneficial ownership, particularly for shares that are acquired by a counterparty as part of a hedge in a swap transaction.  TCI ultimately elected four directors to the board.  We continue to await a Second Circuit decision in the case.  The WSJ, however, reports that TCI has sold off its shares and that a managing partner who sits on the CSX board has announced that he won't run for reelection. As the Journal reports:

• A London-based hedge fund has sold off all its shares of CSX Corp., less than a year after the fund won a bitter proxy fight to get several of its candidates on the railroad's board. In recent days, The Children's Investment Fund Management LLP has sold off 17.8 million shares. Christopher Hohn, the fund's managing partner, who won a seat on the board through the proxy fight, has said he won't stand for re-election next month, a CSX spokesman said Monday.

• Mr. Hohn, who personally owns 5,150 CSX shares, declined to comment Monday. CSX also declined to comment. Last year, TCI and another hedge fund, 3G Capital Partners, succeeded in getting four dissident shareholders, including Mr. Hohn, elected to the Jacksonville, Fla., railroad's 12-member board. The election came after a proxy battle in which the funds accused the railroad's executives of mismanaging the business; CSX executives, meanwhile, accused the two funds of advocating short-sighted financial strategies.

• In the nine months since the two funds' proxy victory, CSX's stock price has fallen roughly 50%. TCI partner Snehal Amin, who had overseen the fund's railroad investments, left the firm earlier this year.

Full post as published by The Race to the Bottom on April 30, 2009 (boomark / email).