In December, Sardar Biglari was successful in his push for two Board seats at Insignia Systems(ISIG), entering into a standstill agreement with Nick Swenson’s Groveland Capital. You may recall that the Maxim editor-in-chief serendipitously found value in both Insignia and Air-T(AIRT), both companies which Groveland had significant involvement, immediately after Swenson dared to challenge Biglari’s control of the company-formerly-known-as-Steak-N-Shake, now known as Biglari Holdings(BH).
Last month, Edward A. Corcoran resigned from the Board. Corcoran, who owns around 4% of Insignia shares, had been elected Chairman on December 9, but was subsequently ousted in favor of Steak N Shake mascot Biglari and Peter Zaballos as co-chairmen. Corcoran’s resignation letter describes the accomplishments he is most proud of during his tenure, but warns that
the current dynamic of the Board is not conducive for me to effectively discharge my duties as a fiduciary. In my opinion, the Board majority has been unfair and selective in their treatment of fellow Board member and significant shareholder, Nick Swenson as well as to me. Also in my opinion, the newly instituted “Board Access and Communications Policy” seems overly restrictive for fiduciaries to gain access to information relevant for us to perform our duties. I also hope to see timely and accurate placement of all meeting minutes into the company record including December 2015 and January 2016 meetings per directions already given to the recently installed external Corporate Counsel. It is important that those meeting minutes reflect the matters as articulated and submitted by those individual fiduciaries expressing their views.
At Biglari’s annual meeting he is reported to have said that if Swenson were removed from AIRT and ISIG, value would go up. How far will Monaco fashion model Biglari take this vendetta at the expense of shareholders?
Disclosure: The author holds no shares of any stock mentioned