Pension Fund Alliance Consulting Group, LLC
Services for US Pension Funds
Pension Fund Alliance Consulting Group, LLC (PFACg), provides securities litigation and corporate governance program support services to pension funds and other institutional investors. PFACg’s President, Keith Johnson, served as legal counsel for the State of Wisconsin Investment Board (SWIB) for 21 years, including more than six years as chief counsel and corporate governance director. In those roles, he was directly responsible for SWIB’s securities litigation and corporate governance activities, both of which were cited as amongst the most respected programs in the country.
Service Packages
PFACg retention packages are developed in the context of specific client needs and goals. PFACg will work with a potential client to structure a custom package of services from its standard offerings or undertake a uniquely designed project involving other duties. Pricing is based on the term, intensity and complexity of the services.
Securities Litigation Services
The corporate fraud and securities litigation support services provided by PFACg include activities that are central to any effective governance program. For example, PFACg can:
- Make presentations to the board or staff on securities and corporate fraud litigation;
- Provide assistance in developing a litigation policy and related procedures;
- Conduct outside manager and custodian contract reviews to determine consistency with the client’s policy for management and filing of legal claims;
- Review class action claim filing procedures of the client’s custodian (or other claims service provider) for reliability;
- Evaluate client claims and make recommendations in specific cases, including when to file a separate case, seek lead plaintiff appointment or monitor a class action;
- Seek other investors to support client involvement in specific cases, as appropriate;
- Assist in selection and retention of outside or lead counsel in securities cases when needed;
- Supervise lead or outside counsel where the client becomes an active litigant;
- Monitor and report on passively managed class actions where active review is warranted;
- Review case settlements and attorneys fee requests and file objections when appropriate;
- Advise on when to join in filing amicus briefs or supporting declarations in securities cases;
- Provide other custom services developed with the client to meet specific program needs.
Corporate Governance Services
The corporate governance (CG) program support services provided by PFACg emphasize communication with directors and focus on pursuit of initiatives that are expected to reduce shareholder risk or increase long-term returns. For example, PFACg can:
- Make presentations to the board or staff on CG matters;
- Advise on development of a CG program tailored to the client’s goals;
- Review or assist in developing proxy voting guidelines;
- Advise on proxy voting issues involving specific issues;
- Prepare materials on CG for the client’s use on its web site or in other publications;
- Develop an annual CG plan with focus issues or focus companies;
- Assist in implementing the annual CG plan;
- Draft letters to and other communications with companies on CG issues;
- Flag current CG issues and events for client consideration;
- Write comment letters on public policy issues to lawmakers and regulators;
- Prepare press releases or public statements as requested;
- Respond to CG inquiries and requests from companies or other shareholders;
- Evaluate or monitor votes of any outside managers who vote the client’s proxies;
- Prepare and file shareholder resolutions at portfolio companies;
- Solicit support from other shareholders for client CG activities;
- Attend company annual meetings as requested;
- Provide other custom services developed with the client to meet specific program needs.
PFACg will work with clients to identify which points on the Council of Institutional Investors’ (CII) Spectrum of Corporate Governance Activities are consistent with the client’s investment approach and assist in implementing those activities, as needed. A copy of the CII Spectrum of Corporate Governance Activities is available from PFACg or can be downloaded from CII’s web site at: http://www.cii.org/library/2005_activism_practices.htm.
How We are Different
PFACg believes that long-term program success and effectiveness require a principled approach. The PFACg edge comes from subscription to the following beliefs:
- Integrity is critical. The means used are as important as the goal of a project and can impact the endurance of successful outcomes;
- The client’s interests are paramount. Conflicts of interest undermine trust and destroy working relationships;
- Initiatives require development of an adequate power base whenever vested interests are being challenged, which makes building alliances around client goals especially important;
- Publicity and adversarial battles should be used selectively and can invite opposition, undermine credibility and destroy trust when used to excess;
- Nonpartisan approaches are likely to generate the broadest and deepest support over the long term, and partisanship is avoided;
- Knowledge is power. Facts supported by research are more powerful than opinions and must be used to guide engagements;
- Consensus building, where feasible, can create longer-lasting support for positive change than transformations obtained by external force;
- Long-term goals should focus on upstream causes of problems rather than downstream symptoms;
- Dialogue between directors and shareholders on major issues should occur directly whenever possible to avoid filtering of information by management or other intermediaries;
- Litigation can be a powerful tool for protecting and expanding shareholder rights, as well as recovering losses to corporate fraud;
- Lawsuits settlements with provisions that improve corporate governance and deter future wrongdoing benefit long-term investors with diversified portfolios, including pension funds.
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