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To: J T who wrote (25368)2/7/1999 12:48:00 PM
From: DSPetry  Read Replies (1) | Respond to of 43774
 
Any Delaware shareholders out there???
Message 7702575

This article is reprinted from Worth Inc. Dec/Jan '99 issue, pg 114

Title: Listen Up, Goliath
By: Dave Califano
Do individual investors have a chance of making their voices heard when they think one of their companies is being mismanaged? Suprisingly enough, Yes. ......

..."Another principle of effective shareholder activism is that frontal assaults are rarely successful. ‘You have to go through the back door,' confirms Amy Domini of Domini Social Invest. One of her favorite tactics is to introduce resolutions for shareholders to
consider at a company's annual meeting. The best resolutions are the ones that promise, if passed, to make management's lives miserable. ‘We'll file a resolution on a sensitive matter like management compensation,' says Domini, ‘and only agree to withdraw it if the company will speak to us about the issues we're really concerned with.'
"Another favorite pressure tactic is what's called the 220 demand letter. Many companies are incorporated in Delaware because of the states' pro management legal code. But one key part of the code is actually a shareholder's best friend. Under section 220 of Del. General Corp. Law, investors can, upon written request, inspect the books and records of any company whose stock they own. ....
.... The activist investment fund, Lens, used the 220 rule to pressure the Juno Lighting company after it did not cooperate with the suggestion from Lens that it broaden its BOD's to include outsiders. It had agreed to do a search, but was less than productive
at obtaining the goal. Once the 220 notice (to allow review of company records with regard to the search for BOD members) was received, Juno worked much closer with Lens(shareholders) on the process.
INTEGRATED DEVICE TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-2669985
---------------------------------------- ----------------
(State of incorporation or organization) (I.R.S. Employer
Identification no.)
2975 Stender Way
Santa Clara, California 95054