Monday, February 22, 2010

Bank of America and the SEC Part II

The other aspect I would like to address here is the SEC’s relentless push to have BofA grant proxy access to shareholders – essentially the right to nominate directors – even if those parties hold as little as 2% of the company. Why are they targeting BofA like this? Is it because the SEC wants to have some good PR and BofA is an easy target? Bank of America didn’t have a dual-class stock structure, didn’t withhold voting rights from shareholders, and possessed a largely independent board back in 2007 and 2008. The problem with the old BofA board was that they were largely uneducated in banking and genuinely didn’t have the right mix of knowledge to be an effective board.

If the SEC were serious about shareholder rights, shareholder proxy access and investor reform, they would be targeting firms that don’t provide shareholders with a vote in director elections, or better yet, gives shareholders rights through one class of stock, but then mitigates the voting through a “dual-class” stock structure. What’s worse Ms. Shapiro, no voting-rights or watered-down voting-rights? How about companies with large block holders of 50% or more? How about controlled companies SEC? Where do you come down on the advocacy train for companies that are largely run by insiders, for the benefit of insiders?

Hey, I’ll make it easy for you; here are a few names you can win some headlines with if you’re serious about shareholder-rights and proxy access:

Apollo Group (APOL), Kelly Services (KELYB), Bio-Rad (BIOB), Expedia (EXPE), IAC/Interactive Corp.(IACI), Federated Investors (FII), Google (GOOG), Mead Johnson Nutrition (MJN), and New York Times Company (NYT)

And much like Fannie Mae and Freddie Mac, several of these names are in the S&P 500 index and are therefore widely held by every mutual fund company and pension fund around the world.

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