Boaz Weinstein Sues BlackRock Alleging Corporate-Governance Failings
June 05 2019 - 11:30AM
Dow Jones News
By Gretchen Morgenson
Saba Capital Management, a $1.7 billion hedge fund run by Boaz
Weinstein, has sued BlackRock Inc., arguing the world's largest
asset manager has moved to block outsiders from gaining board seats
at three of its funds and effecting change.
In two lawsuits filed late Tuesday, Saba alleged that
BlackRock's actions run counter to the high-profile stance the firm
and its chief executive, Larry Fink, have taken on
corporate-governance matters in recent years. In annual letters to
chief executives and other communications, Mr. Fink and BlackRock
have urged companies whose shares the firm holds to more actively
engage with investors.
"BlackRock purports to be a defender of good corporate
governance while entrenching its favored board members and
disenfranchising thousands of investors in BlackRock's own
products," Mr. Weinstein, Saba's founder and a well-known Wall
Street financier, said in a statement.
In a statement about the lawsuits, a BlackRock spokesman said:
"Our clients invest in these strategies to achieve specific
outcomes, most often it's to generate income, including
tax-advantaged income, that they rely on. Saba's hedge fund is
trying to disrupt these strategies so Saba can enrich themselves
through a short-term trade at the expense of the funds' longer-term
shareholders, while potentially subjecting shareholders to
unanticipated tax consequences."
The suits, one filed in Delaware Chancery Court and another in
Maryland Circuit Court, center on Saba's holdings in three
BlackRock fixed-income portfolios: the BlackRock Credit Allocation
Income Trust, the BlackRock New York Municipal Bond Trust and the
BlackRock Muni New York Intermediate Duration Fund.
Closed-end funds, whose shares trade on exchanges, can sell at a
discount to the value of the assets they hold, based on supply and
demand. The BlackRock Credit Allocation Income Trust, for example,
closed Tuesday at $12.63, an 11% discount to its net asset value of
$14.21. The BlackRock New York Municipal Bond Trust closed at an
8.7% discount to net asset value while the Intermediate Duration
Fund closed at 7.3% below net asset value. All three funds have
traded at discounts for many years.
Saba is a big investor in closed-end funds; roughly one-third of
its assets under management are in such funds that it purchased at
discounts, the equivalent of buying a dollar for 90 cents.
Investors have long bought closed-end funds hoping to profit by
narrowing their discounts and bringing share prices in line with
the value of the underlying assets. Strategies include agitating
for governance changes among the funds such as converting them to
open-ended portfolios or selling the underlying assets and
returning money to shareholders.
On March 30, the lawsuit said, Saba announced its intention to
nominate four directors, known as trustees, for election to one
fund's boards at the 2019 shareholder meeting later this year. The
funds' boards declared Saba's nominations to be "invalid," the
lawsuit said, because the hedge fund had missed a deadline. "Please
discard any proxy card from Saba as any votes with respect to the
hedge fund individuals will not be counted at the meeting,"
BlackRock told the fund's shareholders in a proxy statement.
The BlackRock spokesman said that Saba knew -- or should have
known -- about the funds' bylaws when it invested. "It is
disingenuous for Saba, a sophisticated hedge fund who used a major
New York law firm, to assert that it can ignore the funds'
longstanding and unambiguous bylaws because it missed a bylaw
deadline."
BlackRock also made it more difficult to win a proxy fight for
one of the closed-end fund's board seats by changing election
requirements in the fund's bylaws, the lawsuit said. Those rules
require that in a contested election, incumbent directors and
dissident nominees, such as those put up by Saba, receive support
from a majority of votes cast.
This standard was put in place by BlackRock without shareholder
approval, the lawsuit said. BlackRock said shareholder approval was
not required.
Because voting turnout in director elections at closed-end funds
is often relatively low -- typically below 60% of shares
outstanding, some investors said -- this requirement makes it
easier for incumbents to stay in place by default.
Phil Goldstein runs Bulldog Investors, an investment-management
company that specializes in closed-end funds. He has been a
participant in this market for decades.
"By making it virtually impossible for a challenger to win a
proxy fight, which BlackRock has done, that really insulates them
from being accountable," Mr. Goldstein said in an interview. "I'm
sure Larry Fink wouldn't like any of the companies BlackRock owns
shares in doing something similar to what they themselves are doing
here."
Write to Gretchen Morgenson at gretchen.morgenson@wsj.com
(END) Dow Jones Newswires
June 05, 2019 11:15 ET (15:15 GMT)
Copyright (c) 2019 Dow Jones & Company, Inc.
BlackRock (NYSE:BLK)
Historical Stock Chart
From Mar 2024 to Apr 2024
BlackRock (NYSE:BLK)
Historical Stock Chart
From Apr 2023 to Apr 2024