25 August 2010

SEC Gives (some) Shareholders the Right to Run a Slate of Directors

The 3-2 vote in favor of a rule allowing for shareholder nominations of directors is a good start, but as it exists now, it is very weak tea:
Shareholders won more power on Wednesday to shake up corporate boards in the United States after the financial crisis exposed weaknesses in how companies were managed.

The Securities and Exchange Commission voted 3-2 to adopt a rule that gives shareholders an easier way to nominate company directors.

Activist shareholders who want more say on how companies are run have long sought the ability to place their nominees' names on company proxy statements.
In theory this is a good reform, but in practice, it is way too restrictive:
Under the rule, shareholders must hold at least 3 percent of the company's stock for at least three years to nominate directors. Shareholders must hold the stock until the date of the meeting at which director elections are held. Shareholders would be allowed to nominate up to 25 percent of companies' boards. They would not be allowed to nominate a director if their intent were to take over or change control of the company.

Companies with less than $75 million in market capitalization would get a three-year delay in compliance, to give the SEC time to study implementation in larger companies and make adjustments, if necessary.
3% and 3 years is way to high a hurdle.

At 3% you are talking institutional investors, and probably at a ½ dozen of them to reach the threshold, and then all of them would be required to have held the stock for 3 years.

Not gonna happen, but still, the 2 'Phants on the panel are squealing like stuck pigs about this.

0 comments :

Post a Comment