He noted, however, that some co-ops might provide shareholders with more than the law requires.

By repositioning the company in these areas, he said, management would provide shareholders with better long-term returns.

He devised an innovative "floating dividend" program providing shareholders with higher dividends in years of exceptional profitability.

Those documents, Mr. Weinstein said, should provide shareholders with a good idea of how corporate funds are being spent.

The agency said it would include audited information "that is comparable to what is provided shareholders in the private sector."

The board said in its statement that it was necessary to provide shareholders with "a substantial increase in the near-term value of their investment."

Improving transparency for senior executives who manage risk will help provide shareholders with more tools to hold senior management to account.

At the same time, the new structure is designed to create greater shareholder value by providing shareholders with two distinct, clear and compelling investment opportunities.

Thus, Conrail's board may be able to rebuff an unsolicited offer even though it provides shareholders with greater immediate value.

First, in many buyouts the managers do provide public shareholders with projections of sales and operating income.