Corporate Services

Advisory Services

Strategic Counsel
When hostile conditions prevail, you need the professionalism, proven competence and aggressiveness of Morrow’s Strategic Consulting team. Unsolicited takeover bids, proxy fights and other issues of corporate control call for just the right kind of situational response. Morrow is an acknowledged leader in strategic consulting with more resources and broader experience than the rest of the field. The professionals on our Strategic Consulting team are experts at acquiring, analyzing and interpreting information related to hostile tender offers, dissident shareholder groups and other issues, and formulating an effective response. In addition, when the situation involves an offensive engagement, the Strategic Consulting team is there to provide expert guidance, advice and execution. Because we follow a proven methodology that encompasses assessment, planning and development, execution and post-crisis maintenance, we can put protective systems in place before a critical event occurs. In doing so, we prepare you for a wide range of contingencies. Proven methodology drives the quality and consistency of our strategic counsel.

Corporate Governance Advisory
Issues of governance are now top-of-mind, thanks to a new focus on corporate accountability and increased investor activism. Morrow provides corporate governance advisory services to senior executives. Our program is a real-world assessment of:

• Corporate governance practices
• Evaluations and reviews by governance
   rating services
• Board-related structural issues
• By-laws and charter procedural matters
• Compensation practices
• Institutional dynamics and trends

Capital Market Intelligence/Stock Surveillance
The hallmark of Morrow's stock surveillance services is our ability to provide timely and accurate market intelligence in a low-profile manner. Our long-standing relationships with the leading institutional investors, banks and brokerage firms allow us to identify ownership characteristics of major institutional investors, non-filing hedge funds and arbitrageurs. We also analyze and provide comprehensive assessments of a client's entire ownership base – including institutions, individuals, employees and non-U.S. investors. For investor relations support, we provide clients with a daily analysis of their trading, market activity and ownership changes. Moreover, our extensive network of relationships can often help clients avoid future crises by quickly identifying potential problems – often before they become public.

Two questions we hear often from companies are: “Who owns us?” and “Who is buying our stock?”. Our Strategic Capital Markets Group provides corporations with an in-depth understanding of who owns your stock and who is buying your stock on a real-time basis. Real-time answers can provide you with insight and knowledge of the shareholder profile, institutional ownership, and trading activity.

Targeting
We provide sophisticated targeting tools to focus your investor relations efforts. The program is a state-of-the-art, online system that is far removed from the “peer analysis” provided by other firms. Using sophisticated metrics and modeling to determine compatibility, our targeting program is current, objective, empirically driven and linked to a powerful online contact management and ownership system.

Voting Projections
The final vote on any proposal at your shareholder meeting should never come as a surprise. Our ability to identify your current institutional ownership, combined with our knowledge of institutional voting guidelines and historical voting patterns, allow us to accurately predict the vote outcome on a variety of compensation and governance issues. Morrow has a comprehensive database on incentive compensation and governance matters. It includes information about the practices of major institutional investors as well as third-party proxy advisors.

Our Corporate Governance Advisory teams prepare in-depth proxy-voting assessments that provide reliable indications of prospective votes on a variety of issues including:

• Compensation plans
• Share authorizations and issuance
• Ratification of proposed mergers,
  acquisitions or restructurings
• Shareholder proposals

Debt-Holder Identification
Morrow has the experience and specialized resources to assist corporations, municipalities and investment bankers with all aspects of the debt restructuring process. Prior to a public announcement of a tender/consent, Morrow can identify debt holders on a discreet basis and provide our clients and their advisors with an accurate reconstruction of the institutional profile.