Tag Archives | SEC

Take Action: SEC-IAC Report on Impartiality Stops Short

Seal of SECThe Investor as Owner Subcommittee of the SEC’s Investor Advisory Committee (SEC-IAC) established pursuant to Section 911 of the Dodd-Frank Act issued a report on Impartiality in the Disclosure of Preliminary Voting Results. The recommendations will be discussed at a meeting on October 9, 2014.

When: Thursday, October 9, 10:00 am – 4:00 pm
Who: Investor Advisory Committee
What: Investor Advisory Committee Quarterly Meeting
Where: Multipurpose Room, SEC Headquarters, 100 F Street, NE, Washington, DC
Contact: Frankie White, Office of the Investor Advocate, (202) 551 – 4310

The members of the subcommittee are listed here. After I discuss the SEC-IAC’s two recommendations briefly below, which I support, I then urge readers to write to the SEC-IAC requesting they address additional issues of impartiality. Continue Reading →

Continue Reading ·

Tracey L. McNeil Named First SEC Ombudsman

The Securities and Exchange Commission (SEC) announced that Tracey L. McNeil has been selected as the first ombudsman for the agency. Seal of SEC Ms. McNeil will begin her new post on September 22.  She currently is a senior counsel in the SEC’s Office of Minority and Women Inclusion (OMWI), an office created by the 2010 Dodd-Frank Act.  In this position, she has advised the director of OMWI in establishing the office and has worked to ensure the fair inclusion and utilization of minorities, women, and minority-owned and women-owned businesses in all business and activities of the agency.   Continue Reading →

Continue Reading ·

Brent Fields to Track Support of SEC Petition on Political Spending

Make SEC Say Yes to Disclosure

Make SEC Say Yes to Disclosure

The Securities and Exchange Commission (SEC) announced that Brent J. Fields has been appointed as the agency’s Secretary, who is responsible for overseeing the administrative aspects of Commission meetings, rulemakings, and procedures. Let’s give Mr. Fields a warm welcome with a flood of e-mail supporting the petition to require companies to disclose political spending.  Continue Reading →

Continue Reading ·

United Natural Foods (UNFI) & Hain Celestial (HAIN): Win or Loss?

United Natural Foods logoHain CelestialWith John Chevedden‘s help, I recently submitted shareowner proposals to United Natural Foods Inc. (UNFI) and The Hain Celestial Group, Inc. (HAIN). Both have asked the SEC for no-action letters [UNFI (UNFI no-action 8-15-2014 pdf) and HAIN] because they plan to introduce their own proposals on the same subjects. The SEC is likely to grant both requests. Shouldn’t such actions be counted as ‘gadfly’ wins by pundits like the Deal Professor? More importantly, should the SEC grant such no-action requests? Continue Reading →

Continue Reading ·

Deal Professor Equates Filing Proxy Proposals with Terrorism

Deal Professor Envisions Corporate Gadfly

Starting with Corporations

Most people don’t like their behavior criticized. CEOs and boards almost always fight my proxy proposals aimed at improving corporate governance. Likewise, I wasn’t happy with the Deal Professor’s criticisms of my shareowner activism in his August 19th NYTimes article, Grappling With the Cost of Corporate Gadflies, which also criticizes John Chevedden and William Steiner. I stewed for days but finally took the advice of a good friend, who is Assistant General Counsel & Corporate Secretary at a major company,

Better to be engaged than enraged!

If I had more time available, my response would have been shorter but I have a number of projects that demand attention. When I submit proposals, I want boards to weigh them carefully on the merits. I have tried to do that with the Deal Professor’s criticism. I hope our mutual use of hyperbole doesn’t preclude further engagement. Unlike the character in the cartoon at right, I feel no need to irritate… but I do often question mechanisms in corporate governance that isolate and concentrate power, rather than distributing it. I prefer structures that distribute power, making us of the wisdom found at all levels.  Continue Reading →

Continue Reading ·

California’s Savings Plus: Better Proxy Voting Disclosure Needed Part II

CalHR Savings Plus

This is the second of a two part series. Part I discussed proxy voting at Savings Plus, as compared with at CalPERS. 

CalHR’s Current RFP for Savings Plus

CalHR recently released a Request for Proposal (RFP 700-14-01) seeking bids for investment management services for Savings Plus. Unfortunately, the RFP fails to require Savings Plus participants be informed of proxy voting policies or decisions.   Continue Reading →

Continue Reading ·

California’s Savings Plus: Better Proxy Voting Disclosure Needed, Part I

CalHR

Most California State employees and retirees have their retirement funds invested largely through two vehicles. CalPERS is the nation’s largest public pension, with almost $300B in assets. Many employees also have smaller amounts invested in CalHR‘s Savings Plus program, with assets of $10B. Both vehicles invest a large proportion of their funds in corporate stock, which carries voting power that can not only impact the value of the companies and potentially our retirement income but also the quality of our environment and our political framework.

Over the course of several decades the Department Labor and the SEC have ruled that proxy voting rights are assets. Fiduciaries of funds, such as CalPERS and Savings Plus, must ensure the underlying shares are voted for the benefit of the employees and retires whose funds they hold in trust. Continue Reading →

Continue Reading ·

Fiduciary Duty to Announce Votes (Part 2): Historical Background

A major landmark in establishing a fiduciary duty for proxy voting was the Department of Labor’s (DOL) 1988 Avon Letter, which was based on specific sections of ERISA (sections 402, 403, 404 and 405), summarized as follows:

Continue Reading →

Continue Reading ·

Fiduciary Duty to Announce Votes (Part 1): Editorial Calls For Advanced Disclosure

P&I-proxy-voters-cartoon
A recent editorial in Pensions & Investments (P&I), Winning over proxy voters, essentially argues that pensions have a fiduciary duty to announce their proxy votes in advance of the annual general meeting (AGM) if doing so is likely to influence the vote. This minor extension of current practice could have a profound impact and should also apply it to mutual funds and investment advisors, as well as other institutional investors, such as endowments.
The editorial discusses Warren Buffett’s recent reluctance to vote against the pay package at Coca-Cola.

Continue Reading →

Continue Reading ·

SEC Commissioner Wants to Muzzle Shareowners

DanielGallagherIn a speech to the 26th Annual Corporate Law Institute held at Tulane University Law School on Federal Preemption of State Corporate Governance, SEC commissioner Daniel Gallagher delivered a scathing attack on small investors and proposed radical steps to severely limit democracy in corporate governance.

Gallagher opened his attack by stating,

 Activist investors and corporate gadflies have used these loose rules to hijack the shareholder proposal system. Continue Reading →

Continue Reading ·

SRI Funds & Advisors Send Open Letters on Lawsuits Against Shareholders

SRIIt is wonderful to have supportive friends, especially when they represent socially responsible investors and advisors. John Chevedden, Myra K. Young and James McRitchie extend sincere thanks to the following for sending letters of concern regarding their recent lawsuits against us to: EMC Corp, Omnicom, Express Scripts, Chipotle Mexican Grill, Inc.: Continue Reading →

Continue Reading ·

Omnicom (OMC) Group Loses to Chevedden: Shareowner Rights Preserved

OmnicomIn a memorandum and order issued yesterday, Judge Louis L. Stanton, of United States District Court for the Southern District of New York, ruled John Chevedden’s motion to dismiss is granted. Omnicom’s motion for summary judgment is denied. “The clerk is requested to enter judgment dismissing the complaint, with costs and disbursements in favor of Mr. Chevedden according to law.” Continue Reading →

Continue Reading ·

Powered by WordPress. Designed by Woo Themes