You raise some good points in your various posts.
In the wake of the Regis-Tropicana debacle (could it be described as anything else?), I've been reviewing not simply the extent of 'skin in the game' of executives and directors on the boards of the gold miners that I own (which tends to be negligible in most instances), but also the types of institutions on the shareholder registers of these companies. I suspect in the case of the miners, in particular, quality of shareholder is arguably as important as a board's skin in the game, if not more so.
In the case of Regis, at the time of the Tropicana purchase announcement, ETP/ETF giants VanEck and BlackRock were the only 'substantial shareholders' on the register, with 10.8% and 5.0% stakes, respectively. As investment firms that peddle passive investing, neither would care that Regis is overpaying for Tropicana. Yes, they do use their votes from time to time, but expending resources to investigate poor capital allocation decisions of single entities held within the products they manage is not part of their business model, and the Regis board would know this. They may be large shareholders, but they're low quality ones, in my opinion, and they're everywhere, not just on the Regis register.
While there would appear to be many institutions on the Regis register that hold ‘’less than 5%’’ positions and some of these might not have been thrilled about the deal (but might have been pleased initially to be cut into the placement), there don't appear to be any dominant institutional shareholder(s) - with 10%+ stakes and a long-term bias - to which the board needs to answer. Put differently, there isn't really anyone standing in the way of decisions the Regis board might take to ensure the continuity and tranquillity of its reign. If there were a couple of local institutions like Paradice Investment Mgt. that invest with a multi-year horizon, hold 5-10%+ stakes and regularly engage with management, the board would probably have thought twice about proceeding with this incredibly dumb asset purchase and cap raise.
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