Caldwell seeks NYSE changes

Maverick Canadian investment manager Tom Caldwell is trying to shake up NYSE Group Inc.., the public firm that owns the New York Stock Exchange, by demanding that former seat holders get representation on its board of directors.

In an open letter to directors and shareholders, Mr. Caldwell -- who controls several million NYSE shares -- said individuals and companies who received shares in lieu of their former seats on the exchange should have at least three positions on the 11-member board.

There should also be a loosening of restrictions that limit when those former seat holders can resell their shares, he said.

Currently, those shareholders can sell one-third of their stock on March 7, 2007, another third a year later, and a final third in 2009. Alternatively, shareholders can tender some stock in the secondary market at a date in the future, but that process means they do not know how much they will actually receive for their shares.

Those rules "show that no one is thinking from the restricted shareholders' perspective on that board," Mr. Caldwell said in an interview.

With the stock exchange business in flux, and the possibility of future mergers, the former seat holders should have some say in board decisions, he said.

Mr. Caldwell said he does not personally want to sit on the NYSE Group board, but he would like to see more "industry knowledge" among directors.

NYSE Group became a public company on March 8. At that time Mr. Caldwell and his clients were the second largest owners of the exchange's 1,366 seats. Those seats were converted to shares and cash.

A spokesman for NYSE Group said Mr. Caldwell's letter has been passed on to the company's board.