Great editorial in today's WSJ on proxy access:
The Reaganites who came to Washington in 1981 used to say that "personnel is policy." Flash forward to 2009 at the Securities and Exchange Commission, where Chairman Mary Schapiro handed senior roles to former union pension fund officials and last week rewarded such funds with more influence over corporate America.And so the successors of Jimmy Hoffa and Tammany Hall join hands with the acolytes of Saul Alinsky. The things that go bump in the night are real. Somebody needs to star bumping back.
With another of her patented 3-2 party-line votes, Ms. Schapiro has given the big pension funds a power they have never had—the ability to force their preferred candidates for board directors on the proxy ballots that public companies must send to shareholders. ...
Sold in the name of "shareholder democracy," this new rule will mainly be used not by mom and pop investors, but by union funds and other politically motivated organizations seeking to force mom and pop to support causes they otherwise would not. ...
Chairman Schapiro's new proxy rule is a weapon to extract political concessions unknowingly underwritten by shareholders. Activist groups and union-led pension funds will come knocking on a corporation's door threatening to run opposition candidates if, for example, the firm doesn't endorse ObamaCare, or won't stop supporting the U.S. Chamber of Commerce. ...
Former SEC general counsel Brian Cartwright, now at Latham & Watkins, notes that the new SEC rule is right out of the famous playbook of community activists, Saul Alinsky's "Rules for Radicals." He quotes Alinksy reflecting that until a campaign against Eastman Kodak in the 1960s, '[n]o one had ever organized a campaign to use proxies for social and political purposes.'"
Mr. Cartwright adds that, "Alinsky was so excited by his new idea that he trumpeted the proxy tactic as 'one of the single most important breakthroughs in the revolutions of our times.'" Coming from a different point of view, the late, great Peter Drucker once warned in a famous essay about "Pension-Fund Socialism."
Says Mr. Cartwright, "At a moment when our economy is tottering, millions are unemployed with little hope of relief, and American economic dominance is challenged by aggressive new competitors in Asia, a bare party-line majority of the SEC has embarked on a grand experiment in politicizing the leadership of our businesses."