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Darden uses lobster claws on critical analysts

Before Red Lobster parent Darden Restaurants had to put up a shield against activist shareholders, it was already keeping a lid on critical analysts.

Howard Penney, an analyst who has covered Darden since 1995, said he was shunned by the company after he began publishing critical research about it.

Penney frequently asked questions on conference calls over the years, but he hasn't been given the opportunity since July 2012, when he published a note entitled "Darden: The Unthinkable Short Case."

Penney said he has subsequently tried to ask questions on several calls but was denied every time. Penney initially told CNBC he was also not invited to the company's investor day this month, though a subsequent check of his email determined he had been invited.

Some other analysts who asked not to be named, for fear of retribution from Darden, told CNBC Digital that Darden tends to reward upbeat views with easier access to management. A Darden representative said: "The claims cited are inconsistent with Darden's practice of treating analysts equally."

Tom Uhlman | Bloomberg | Getty Images

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Critical voices like Penney's arguably deserve to be heard given Darden's track record in recent years. Since the end of 2010, Darden shares have risen just 7 percent compared with 153 percent for rival Brinker International and 47 percent for the S&P 500. At least some of that underperformance is likely the result of issues that Penney flagged in his 2012 report, such as the company's high cost structure, which has hurt margins as sales fell.

Penney isn't the only analyst that Darden may have tried to keep out of the public eye. On Oct. 8, 2013, J.P. Morgan's John Ivankoe wrote a note suggesting Darden's stock could rise if an activist introduced strategic change. Coincidentally a day later news that activist investor Barington Capital had taken a stake in the company. Similarly, on Oct. 29, Morgan Stanley's John Glass published a note arguing the stock could rise in value if some of the steps suggested by Barington were taken.

Glass and Ivankoe were on the next analyst call in December, according to people familiar with the matter, but they didn't ask questions. Their silence was notable: Glass had asked questions on seven of the eight previous quarterly calls and Ivankoe or one of his associates frequently chime in. Representatives of J.P. Morgan and Morgan Stanley declined to comment on behalf of the analysts.

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Filtering conference call questions, while not rare, is potentially problematic for investors because it can prevent them from hearing critical views. That's especially true of small shareholders who may not have access to a variety of Wall Street research but are privy to public investor calls.

Darden's case is more significant because the company has recently come under fire for not looking after the best interest of shareholders. The restaurant chain, which is known to ferry executives via private jet, has seen sales slip at both its Red Lobster and Olive Garden restaurants recently. The company's net income is expected to fall 18 percent to $338 million in the year through May, according to consensus estimates.

That weakness is what apparently attracted Barington, which sent a letter to Darden last fall urging it to split into two companies and place its property into a real estate investment trust. In December, Darden fired back with its own proposal, which would spin off Red Lobster while keeping the property and remaining restaurant businesses housed in the original company.

Darden's plan is widely viewed as a way to shake off the activists. Without Red Lobster's property, the REIT would be tough to create. And the company plans to complete the split before the annual shareholder meeting in the fall, when new directors could be elected to the board.

But while management has the power to complete the spinoff without shareholder approval, another activist, Starboard Value, has asked shareholders to call a special meeting to vote on it.

Darden has had at least one other incident with an analyst. In 2002, The New York Times published an article about Matthew DiFrisco, an analyst who downgraded Darden's stock to "neutral" from "outperform." Following the downgrade, Darden's investor relations officer Matthew Stroud canceled a marketing trip with DiFrisco's clients, telling him that he needed to have an "outperform" rating to enjoy such a privilege. DiFrisco, who still follows Darden but now for Buckingham Research, did not return phone calls seeking comment. Stroud declined to comment through the Darden representative.

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A decade later, Penney reports a somewhat similar experience. Penney covered the stock for 14 years at Morgan Stanley and initiated coverage again four years ago when he joined Hedgeye Risk Management.

Within days of publishing his report in July 2012 that Darden had become too large to manage efficiently and was using too much cash, Penney said he got a call from Stroud. Penney said that Stroud, who remains the company's primary contact for analysts, questioned the report's arguments and said it wasn't consistent with the company's public message.

Darden has heavy coverage on Wall Street, with about 30 analysts following the company. The majority of those analysts have a "neutral" rating and only one has a "sell" rating.

Regulations prevent companies from sharing material information with private groups of analysts. New York Stock Exchange rules don't formally bar companies from excluding analysts, but they encourage them to have an "open-door" policy. "It's a bad precedent for a publicly held company to muzzle analysts," said Jeffrey Sonnenfeld, a professor at the Yale School of Management. "A company's conference call is supposed to be a dialogue not a monologue."

—By CNBC's John Jannarone; follow him on Twitter @jannarone.

Correction:

This story has been updated to reflect the correct status of Howard Penney's invitation to Darden's investor day. In addition, a video was removed.

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