The New Capitalist

February 2, 2012

Companies Lawyer Up Over Proxy Access – Part 5: Conflict With State Law

In my past four posts, I addressed the issues raised in a four-part letter written by Gibson Dunn lawyers as a no-action request on behalf of Textron (TXT). The letter asked the SEC staff to agree that Textron might exclude the USPX model proxy access proposal from their proxy materials. Let’s now turn to a no-action request [...]

January 24, 2012

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Companies Lawyer Up Over Proxy Access – Part 4: Ordinary Business

In Part IV of their letter challenging the USPX model proxy access proposal, as submitted at Textron (TXT), the Gibson Dunn lawyers argue that the proposal is excludable under Rule 14a-8(i)(7) “because it deals with matters relating to the company’s ordinary business operations.” That provision of Rule 14a-8 tends to be contentious because it is often unclear what [...]

January 18, 2012

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Companies Lawyer Up Over Proxy Access – Part 3: Company Lacks Power to Implement

In Part III of their letter challenging the USPX model proxy access proposal, as submitted at Textron (TXT), the Gibson Dunn lawyers argue that the proposal is excludable under Rule 14a-8(i)(6) because the company lacks the power or authority to implement the proposal. Again, they are objecting to paragraph 6, which states: Any election resulting in a majority [...]

January 17, 2012

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Companies Lawyer Up Over Proxy Access – Part 2: Impermissibly Vague And Indefinite

In Part II of their letter challenging the USPX model proxy access proposal, as submitted at Textron (TXT), the Gibson Dunn lawyers argue that “the proposal may be excluded under Rule 14a-8(i)(3) because the proposal is impermissibly vague and indefinite so as to be inherently misleading.” They then go on to cite three examples of [...]

January 11, 2012

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Companies Lawyer Up Over Proxy Access – Part 1: Multiple Proposals

If anything could tax our patience more than the interminable Republican primary contest—how many debates have there been?—it is the running battle corporate executives have waged to block proxy access. The saga entered a new phase in November, with shareowners submitting proxy access proposals to corporations under the SEC’s newly amended Rule 14a-8. As of [...]

December 22, 2011

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Broadridge Fumbles a Virtual Meeting on Virtual Meetings.

A couple weeks ago, Elizabeth Mozley of Broadridge Financial Solutions (BR) invited me to join a working group to develop best practices for conducting virtual annual meetings. I was torn about participating. On one hand, Broadridge has a too-substantial financial interest in the outcome, as they have a near monopoly on the technology for conducting [...]

November 14, 2011

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Somebody Nudge the New York Times.

Kevin Roose of the New York Times just wrote a story, “Nuns Who Won’t Stop Nudging”, about the shareowner activism of the Interfaith Center on Corporate Responsibility (ICCR). It is nice to see the religious organizations that coordinate through ICCR getting media attention for their hard work, but there are a few things missing. Maybe the [...]

October 19, 2011

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Abolishing Corporate Personhood: Be Careful What You Ask For.

Following the Supreme Court’s landmark decision in Citizens United, calls for the abolition of corporate personhood have multiplied. Noam Chomsky, Al Gore and Ralph Nader are advocates. Occupy Wall Street protesters mention it as a possible demand. Move to Amend is a coalition of organizations and individuals pursuing a constitutional amendment. Be careful what you ask [...]

October 13, 2011

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Zombie Glass–Steagall

On October 11, the FDIC released proposed rules for implementing Section 619 of the Dodd-Frank Act—the so-called Volcker Rule. The next day, the SEC did the same. This is a joint effort of the FDIC, Federal Reserve Board, SEC and OCC. Their—largely identical—proposed rules are based on a 79 page study released by Tim Geithner’s [...]

October 8, 2011

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This Is What Democracy Looks Like.

Yesterday, I headed over to Dewey Square for my first visit to Occupy Boston. I found more than I expected, and less. The closely spaced tents are a cacophony of colors, nestled among office buildings. To one corner is the venerable South Station, completed in 1899. The aluminum Federal Reserve building towers above, aging ungracefully. People [...]

October 6, 2011

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Hope.

Occupy Wall Street and its sister movements across America are giving us hope. We need that. Barak Obama famously offered hope but never delivered. Since the 2008 crisis, our hopes have been crushed again and again by a government that no longer represents people and by executives whose sole purpose in life appears to be [...]

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