You remember Eliot Spitzer. Former NY Attorney General. Former NY Governor. Former client of prostitutes who liked unprotected anal sex.(Sordid details here.)
Now he's back, commentating (that really ought to be a word) on shareholder activism, putting his head where he used to put his ... well, let's call it his other head.
Last week, a conservative panel of judges on the D.C. Circuit's Court of Appeals—the second-most important court in the land—struck down an effort to inject a tiny bit of democracy into corporate governance. ...
Those shareholders who try to influence the behavior of management ought to get a more welcome reception, right? After all, management is legally bound to act on behalf of shareholders and owes them a fiduciary duty, an obligation of loyalty. So how have the traditional voices of corporate leadership reacted when asked to provide a greater opportunity for their owners to participate? Just as they did when responding to regulators or litigators.
In unison, the voices of management said: Leave us alone. We know better than you. Even though you may own the company, we are better equipped to decide what to do than you.
CEOs and board members afraid that shareholders will actually be able to select a new slate of candidates are acting just as politicians do when they are supposed to represent the public but are really afraid of democracy. The D.C. Circuit's opinion is the same as a decision made by old party bosses in a smoke-filled room. What gerrymandering is to politics, limiting board nominations is to corporate governance. Protecting incumbents is the goal, not serving the best interests of voters or the corporation.
Typical Spitzer. Opinionated. Uninformed. What's particularly interesting to me, however, is Spitzer's not very well concealed accusation that the DC Circuit was playing politics. Just as he did back when he was AG, Spitzer accuses judges who disagree with him of being corrupt.
The case against proxy access has been made many times on PB.com. Instead of rehearsing that argument again, I will simply refer you to the archives, and ask you to join me in wishing that Spitzer would crawl back under the rock where he came from. Why we continue to let this hooker's john opine in polite society is simply beyond me.
P.S.: Did you know "spitzer" is now a verb, referring to condomless sex? As in "The hooker wasn't gonna let me spitzer her unless I tipped her an extra thousand dollars"?
