Toronto Star

Activist hedge fund sets its sights on comScore

Starboard Value apparently wants more transparen­cy from the online tracking firm

- ALEX SCHIFFER THE WASHINGTON POST

WASHINGTON— ComScore, the Reston, Va., company that has long dominated the business of measuring internet audiences, is suddenly facing a challenge from one of its largest shareholde­rs.

The activist hedge fund Starboard Value has filed suit against the company in an attempt to force comScore to hold its first annual meeting in two years. ComScore has held off on public meetings as it sorts through an accounting mess and a shakeup in management. But with its stock delisted and its share price lagging, some analysts speculate that Starboard wants to pressure comScore to sell the company or at least be more transparen­t in its activities.

AStarboard spokespers­on declined to elaborate on the reasons behind the lawsuit. A comScore spokespers­on acknowledg­ed in an email that the company had received the complaint and said the company would not comment further.

In the past, Starboard has gone up against big companies such as Yahoo, successful­ly pressuring the online media giant to give the company four seats to its board, and challengin­g Darden Restaurant­s to make operationa­l changes at Olive Garden.

Founded in 1999, comScore quickly establishe­d itself as the go-to source for online rankings for websites accessed by computer, smartphone and other devices. The company went public seven years later and currently employs more than 1,800 people. According to its website, it currently measures online ratings for more than 75 markets. In 2016, it merged with Rentrak, another ratings system.

More recently, the company has been attempting to gain traction in delivering ratings for traditiona­l media. Sinclair Broadcast Group, owner of local television stations and digital channels, gave the company a boost in March when it dropped rival Nielsen for a partnershi­p with comScore to deliver its TV ratings. Nielsen, meanwhile, had been building its own business to measure web traffic to compete with comScore.

ComScore is “becoming the measuremen­t currency for local television stations,” said Laura Martin, senior media analyst at the investment banking firm Needham and Co. “ComScore has been the monopolist­s in online measuremen­t since 2000. Nielsen is trying to displace that position, but they only entered the digital side of the business in the last three years.”

Despite signing up an important client, it’s been a tough couple years for comScore’s accounting department.

Last year, the company began to look into how specific “nonmonetar­y revenue,” or transactio­ns with no money attached, were being reported. The revenue amounted to estimates of how much the company gained from exchanges of data with other companies, totals that contribute­d to the growth reported by the company. As the inquiry proceeded, comScore postponed publishing its quarterly financial results or holding annual meetings.

In February, the Nasdaq stock exchange announced it was delisting the company’s stock because it violated a rule requiring regular documents be filed to the Securities and Exchange Commission (SEC). ComScore had asked for an extension for submitting the paperwork last year.

In September, the company reported that its investigat­ion found it overstated revenue by more than $48 million (U.S.) over a three-year period. At the time, comScore said in filings to the SEC that it found “errors in judgment and internal control deficienci­es.”

In an additional SEC filing Nov. 17, comScore said that it uncovered additional monetary transactio­ns and contracts that were not properly accounted for. The company went through a change in leadership in the middle of the inquiry, naming co-founder Gian Fulgoni chief executive after fellow co-founder Magid Abraham resigned to focus on other endeavours, but stayed on the company’s board for the remainder of the year. Additional­ly, Joan M. Lewis, a former Procter & Gamble executive, was named chairperso­n and David Chemerow assumed the role of chief financial officer.

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