Consolidated-Tomoka Land Co. (AMEX: CTO) directors may face some competition at the company’s next annual meeting. Wintergreen Advisors, which owns a 25% stake in the firm, made several proposals aimed at improving corporate transparency and generating shareholder value in a regulatory filing with the Securities and Exchange Commission.

Wintergreen believes that Consolidated-Tomoka is sitting on several promising properties, including its Daytona properties and others in Volusia county. The hedge fund has held discussions with the company on maximizing the value of these properties through direct development or partnerships, but no significant progress has yet been made.

On November 20, Wintergreen delivered three shareholder proposals to Consolidated-Tomoka designed to add board members and improve corporate governance. These proposals included the nomination of four independent candidates to the board, a provision requiring annual election of all directors, and a provision requiring the chairman of the board to be an independent director.

Wintergreen’s nominations to the board of directors include four highly qualified individuals who are independent from the hedge fund and who they believe possess the expertise necessary to work to restore and enhance shareholder value. Furthermore, the nominees are committed to exploring all alternatives to increase shareholder value.

Wintergreen believes that its second proposal to hold board elections annually is the strongest way for shareholders to influence the directors of any corporation. The current board’s staggered elections prevent shareholders from effecting change inside of three years as only one third of the board is up for election per year.

Finally, Wintergreen believes that its third proposal to mandate an independent chairman of the board is the best way to ensure that management is treated objectively by shareholders. In fact, the National Association of Corporate Directors includes independent board leadership as one of its key principles to strengthen corporate governance.

Wintergreen’s proposals have been seen in a positive light by many shareholders as the price edges higher with each SEC filing threatening action. The hedge fund’s large stake in the firm also ensures that its voice will be heard if it attempts a coup to take over the board as it has hinted. All in all, this is good news for shareholders who could finally see some value unlocked in Consolidated-Tomoka.

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Yahoo Inc. (NDAQ: YHOO) shares are trading lower despite news of an increased investment by billionaire activist Carl Icahn. The corporate raider had pressured the firm to sell itself to Microsoft for a substantial premium to the current market price. Since Microsoft's offer was rebuffed, shares of Yahoo have fallen sharply as the economic crisis deepened.

So, why has Carl Icahn increased his investment despite the rejected bid? Unfortunately, the actions of almost all activist investors and hedge funds are hidden, and Carl Icahn is no different. Despite the lack of information, there is no shortage of speculation on the part of shareholders and the media.

Some believe that the timing of Carl Icahn's investment may indicate a new CEO announcement may be coming up soon. Others insist that Microsoft may be ready to come back to the table to negotiate on a new price - lower than the previous one but higher than the current market price. And finally, others believe a new partnership may be in the works with Google or other players.

Some shareholders believe that Carl Icahn's motives may be more financial than activist. Currently, Yahoo shares are trading on the cheap with a lot of cash on the books and no long-term debt. Carl Icahn's purchase comes out at just above book value  while Yahoo's brands and traffic continue to remain strong.

But regardless of the motive, Carl Icahn's investment is good news for shareholders...

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The Securities and Exchange Commission (SEC) is quickly changing regulations to encourage transparency for individual investors. Several accounting changes are under review, including mark-to-market, while the commission continues to prosecute insiders involved with fraud. However, the recent move to eliminate paper filings and require electronic filings may usher in a whole new era of transparency for both public and private investors in the United States.

The private sector changes will primarily be seen in the required electronic filing for Regulation D. This controversial filing provides three exemptions from the Securities Act registration. These exemptions allow reporting companies to receive investment in private markets without having to report it as a registration. Further, the filings themselves (which do contain the information) can be concealed by filing it in paper form (so an interested investor would have to obtain a mailed copy from the SEC!).

Times are changing, however, and the SEC is set on increasing financial transparency. The SEC allowed companies to make electronic Regulation D filings this year, but this ability will turn into a requirement next year. This will not only allow visibility into the VC markets but also change a hedge fund strategy that has been built around this secrecy. This is good news for investors who will now be able to see private transactions in the companies they own without hassel.

However, the SEC also took a step backwards with the transparency. The new Regulation D form requires less information than the original. The removed information includes the names of significant shareholders and the specific type of security. So, while the financial terms are disclosed, information about the related parties are withheld. This was likely designed to protect hedge funds and other private investors who value their privacy from the public eye.

Investors are now being given access to the big picture, but it has been broken down into a puzzle...