This week, the Securities and Exchange Commission approved a rule that is designed to make it much easier for large shareholders to force out corporate directors. The rule allows a big shareholder to nominate his own board slate and have those its board nominees listed on a company-mailed “proxy” ballot alongside the candidates favored by management.On one hand, the rule seems pretty reasonable, why shouldn’t the average shareholder have a choice in who to vote for? Its the American way.This rule, however has nothing to do with the average shareholder, in fact it probably guarantees the average shareholder will have less to say about the direction of the company.

The new SEC rule gives an investor or group of investors owning at least 3% of a company’s stock for at least three years the right to place its candidates on the company’s ballot. Who fits into this category? Generally we are talking about institutional investors (like state retirement plans) and union pension funds. As a consequence corporate America will now be beholden to state politicians who only care about where their next vote is coming from, and Union Leaders who in many cases are promoting Socialism rather than Capitalism.
Even President Obama, whose decisions usually favor big labor is opposed to the new rule:
Barney Frank and his House colleagues are standing strong against a White House effort to block shareholders from having proxy access to governance issues in corporations in which they have a stake. Investors, pension funds and labor unions reacted with alarm when Sen. Chris Dodd (D-Conn.) introduced the Senate proposal that would effectively deny so-called “proxy access.” The provision had not been approved by either the Senate or the House and several sources, both in Congress and in the industry, said the White House is pushing the measure. The White House proposal would require a shareholder to hold a five percent stake in order to have proxy access — a level met by virtually no institutional investors.
Corporate Directors are supposed to make decisions based on what is best for the company, and its shareholders(even if its not the best thing for the company’s employees). Union sponsored directors will be tied to their small constituency, union members. America could be nearing the day when a corporate director telling a negotiating manager, give the unions what they want or you are fired!
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