SiliconBeat

IPass, the Redwood City developer of business-mobility software whose board has spent much of the last two years struggling with large and disgruntled investors, has agreed to “take steps to return to shareholders” up to $40 million, according to a deal it has reached with Foxhill Master Fund. Foxhill, which owns about 7 percent of iPass’s outstanding shares, had launched a proxy battle to declassify the iPass board, forcing all directors to stand for re-election each year rather than serving in various overlapping terms. It also nominated three people of its own choosing to serve on the iPass board.

One of the three, Kenneth Traub, has been Read the rest of this entry »

The housing market in Seattle is proving to be a bigger concern than originally thought for Evan Kaplan, the new chief executive at iPass, the Redwood City developer of software designed to help mobile work forces.

When he signed on as CEO last November, among the benefits he was offered was up to $10,000 per month in temporary living expenses during the first six months of his employment. The arrangement was to end sooner if Kaplan Read the rest of this entry »

It looks like iPass has yet another large investor with a track record of kibitzing in corporate affairs. The Redwood City maker of business-mobility software already is dealing with a proxy battle seeking to make all its directors stand for election every year along with a rival slate of director nominees from Foxhill Master Fund, which has amassed 4.17 million shares of iPass, or 6.7 percent of its shares outstanding.

Now Ramius, the New York hedge fund that earlier this year convinced Actel of Mountain View to expand its board and nominate directors of its choice to the chip maker’s board, today disclosed owning Read the rest of this entry »

IPass, the Redwood City developer of business-mobility software that has been struggling with disgruntled investors for more than a year, now has a proxy battle on its hands with a proposal  to declassify the iPass board being made by by its third largest shareholder, Foxhill Master Fund, which wants each director to stand for election every year, rather than serving staggered three-year terms.

Foxhill is also putting forward at least three Read the rest of this entry »

IPass chief executive Evan Kaplan said the company has “initiated a reduction in force that will affect a total of approximately 70 people from a global workforce of approximately 520,” in order to “free up resources” for strategic investments he wants to make to transition the supplier of remote access tools for mobile workers to “3G mobile broadband.”

A more prosaic reason given for the job cuts was Read the rest of this entry »

IPass, the Redwood City developer of business-mobility software that has been struggling with disgruntled investors this year who have urged the company to sell itself, named a new chief executive Monday to take over later this month to replace current CEO Kenneth Denman, who will be leaving the company (drum roll, please) “to pursue other business opportunities.”

One job Denman will immediately give up is Read the rest of this entry »

IPass, the Redwood City supplier of business mobility software that struggled earlier this year with Shamrock Capital Advisors over representation its board and the notion of putting itself up for sale, now has a new disgruntled investor on its hands according to an SEC filing made Monday by Foxhill Capital Partners. In it, the Princeton, New Jersey-based investor disclosed owning 3.57 million shares of iPass, or 5.8 percent.

The filing includes a letter sent by Foxhill to the iPass board on June 25 that makes reference to a June 2 conference call between Foxhill and representatives of the iPass board in which Foxhill manager Neil Weiner asked the board to “immediately commence a process to initiate the sale Read the rest of this entry »

Shamrock Activist Value Fund warned iPass that if it fails to name its investment manager, Stanley Gold, to the iPass board of directors, Shamrock will retaliate by nominating three directors of its own choosing at the next meeting of iPass shareholders, according to a filing with the SEC. Shamrock also threatened to submit a shareholder proposal to declassify the iPass board, essentially making all the directors stand for election each year.

As we wrote in a post last week, Shamrock, iPass’s largest shareholder, notified that company last week that it wants to replace one of its previously designated directors, Peter Clapman, with Gold, after Clapman failed to support Shamrock’s desire to have iPass put itself up for sale.

Gold is the author of multiple letters to the iPass board critical of its leadership, and in
his most recent, accused iPass of attempted greenmail, the practice of offering one
shareholder a deal for its shares in hopes that it will just go away.

Shamrock named four possible nominees to the iPass board, all of which are employed by one or more entities associated with Shamrock.

Oh boy, board meetings at iPass should be a lot more interesting now that the company’s
largest shareholder, Shamrock Activist Value Funds, has appointed its president, Stanley Gold, to replace Peter Clapman as one of its two director designees granted to the fund by a February 2007 agreement with iPass.

Gold is the author of multiple letters to the iPass board critical of its leadership, and in
his most recent, accused iPass of attempted greenmail, the practice of offering a troublesome stockholder a deal for its shares in hopes that it will just go away. In a letter to the very iPass board Gold will be joining, he said he was “appalled” to learn of the tactic.

Clapman, whom Gold is replacing, was evidently unwilling to do Shamrock’s bidding with regards to supporting efforts to get iPass to sell itself. Clapman, who serves on the National Association of Corporate Directors, resigned from his position on Shamrock’s advisory panel the very same day that Shamrock sent its original letter in January demanding iPass put itself up for sale.

Shamrock Capital Advisors sent the board of iPass, the maker of business mobility software that Shamrock has been urging to put itself up for sale, a letter saying it was “appalled to learn that following the recent iPass Board meeting, one of your directors approached Michael McConnell, one of our Board designees, to ask if we would consider selling our iPass shares, suggesting that certain members of the Board had discussed this idea the prior evening. Mr. McConnell flatly and unequivocally rejected that overture.”

In the letter Shamrock’s president Stanley Gold added: “Let me be absolutely clear. We have never suggested, implied nor considered selling our shares to iPass in a transaction not available to all iPass shareholders. We are fundamentally opposed to “greenmail’ in any form and we will not participate in or condone such an abuse of shareholder trust. This Board needs to focus on creating value for all iPass shareholders and not on tactics or actions to further entrench incumbent management and muzzle dissent.”

The letter’s last paragraph began with this stirring cry for investor democracy: “As one of the largest iPass shareholders, we are committed to generating value for all iPass
shareholders.”

As we pointed out in a previous post, Shamrock was allowed to name two directors to the iPass board, but even one of them — Peter Clapman, “a nationally recognized expert on corporate governance” — apparently resigned from his position on the Shamrock Advisory Panel the very same day that Shamrock sent its original letter demanding iPass sell itself.