Archive for the ‘Shareholder Activism’ Category

The Collapse of Wal-Mart’s Social Responsibility Charade

Thursday, June 7th, 2012

For the past eight years, Wal-Mart has pursued an image campaign apparently inspired by the Marx Brothers line: “Who you gonna believe, me or your own eyes?”

Despite the preponderance of evidence of its unenlightened practices, the company has tried to give the impression that it is really a model corporate citizen. Recent events suggest that the giant retailer’s social responsibility charade is now crumbling.

Through all of its scandals and controversies over the years, Wal-Mart could at least count on the support of its institutional shareholders, which for a long time turned a blind eye to the company’s transgressions and focused on its growth. Now even that is changing. The recently released results of voting at the company’s annual meeting indicate unprecedented discontent with its leadership. Not counting the large bloc of shares controlled by descendants of founder Sam Walton, more than 30 percent of the votes were cast against CEO Mike Duke, board chair Rob Walton and former CEO and board member Lee Scott. In the past, Wal-Mart board members typically had approval rates close to 100 percent.

The high degree of no-confidence this time around is largely attributable to the fallout from an 8,000-word exposé by New York Times alleging that high-level executives at the company quashed an internal investigation of foreign bribery. Before the annual meeting, the California State Teachers’ Retirement System filed a lawsuit against current and former Wal-Mart executives and board members for breach of their fiduciary duties in connection with the bribery scandal.

That scandal also appears to have played a significant role in Wal-Mart’s decision to cave in to calls to suspend its membership in the American Legislative Exchange Council, which is under siege for its role in promoting “stand your ground” laws such as the one in Florida linked to the shooting of Trayvon Martin. In the past, Wal-Mart, long a stalwart member of ALEC, would have ignored pressure of the kind being exerted by the anti-ALEC campaign.

By all rights, the disintegration of Wal-Mart’s responsibility image should have come from its retrograde labor and employment practices, which were the main reason for the public relations effort but which didn’t substantially change during the campaign. The company has never strayed from its uncompromising opposition to unions (except for toothless ones in China). The Organization United for Respect at Walmart is not a conventional union-organizing effort, yet the company recently fired several activists in the group in an apparent act of intimidation.

In its 1.4 million-employee U.S. retail operations, Wal-Mart has maintained a low-road approach of meager wages, inadequate benefits and overuse of part-timers. Workers at its more than 100 distribution centers had enjoyed somewhat better conditions, but it appears that is no longer the case. A new report from the National Employment Law Project finds that the company is increasingly using logistics subcontractors and temp agencies that engage in rampant wage-and-hour abuses and other labor-law violations.

In the latest in a long line of its own fair labor standards cases, Wal-Mart was recently forced by the U.S. Labor Department to pay $5.3 million in back pay, penalties and damages for violating overtime rules. Although the U.S. Supreme Court came to Wal-Mart’s rescue last year by blocking a massive class-action sex discrimination case, several non-class actions have been brought in recent months making the same allegations on behalf of thousands of women.

One area in which Wal-Mart believes it has attained a measure of legitimacy is environmental policy. It has succeeded in winning over some green groups, which cannot resist the temptation of working with such a mammoth company to change industry standards.

Yet the funny thing about Wal-Mart’s green initiatives is that most of them involve changes that the retailer is requiring from its suppliers, who are expected to bear the costs of altering their products and their packaging. This is consistent with Wal-Mart’s longstanding practice of forcing suppliers to cut their wholesale prices to the bone. When Wal-Mart does take steps on its own, such as in reducing energy usage in its facilities, those reforms are ones that reduce its operating costs and thus add to its bottom line.

Even if you believe it is okay for Wal-Mart to boost its profits while pressing suppliers to be more environmentally responsible, it’s important to remember that many of those suppliers are in countries such as China where oversight is difficult. A recent investigative report in Mother Jones found that Wal-Mart’s monitoring of Chinese plants left a lot to be desired and that this is causing frustration among some of the environmentalists who have been working with the company.

A report by Stacy Mitchell of the Institute for Local Self-Reliance finds that Wal-Mart’s domestic green initiatives, such as using more renewable energy sources, are also faltering, while the company ignores the detrimental environmental impacts of its land use practices. All this is compounded, Mitchell notes, by Wal-Mart’s extensive political contributions to candidates who are global warming deniers or otherwise have poor voting records on the environment.

The demise of  Wal-Mart’s phony social responsibility initiative poses a fascinating question: Can the company return to its old critics-be-damned stance, or will it finally have to make some genuine reforms in the way it does business?

Employers Stand their Ground

Thursday, April 19th, 2012

These are heady days for the corporate accountability movement. Threats of consumer boycotts prompted half a dozen major companies to drop out of the American Legislative Exchange Council, which in turn forced ALEC to cease its efforts to get states to enact “stand your ground” laws like the one in Florida at the center of an uproar over the shooting of an unarmed teenager.

At the same time, institutional investors humiliated Citigroup by rejecting a board-approved compensation package for its senior executives. Although the “say on pay” resolution is non-binding, it will in all likelihood result in smaller paydays for top officers of an institution that epitomizes financial sector misconduct. This comes on the heels of an announcement by Goldman Sachs that it would change its board structure in response to pressure from the capital strategies arm of the public employee union AFSCME.

Environmentalists have succeeded in stalling and perhaps killing the disastrous Keystone XL pipeline . The past few months have also seen a surge in protest over working conditions at the Chinese plants that produce the wildly popular Apple iPad tablets. Apple’s manufacturing contractor Foxconn was forced to boost pay for factory workers, while Apple itself faced demonstrations at many of its normally idolized retail stores. The Apple campaign and others are being propelled by new online services such as Sum of Us and Change.org that mobilize online pressure for a variety of anti-corporate initiatives.

Missing from all this positive momentum is a significant victory for the U.S. labor movement. While major corporations have bowed to pressure from consumers and shareholders, they are standing their ground against unions.

Rather than making concessions, large private-sector employers are looking to further roll back labor’s power. Companies such as American Airlines and Hostess Brands (maker of Twinkies and Wonder Bread) have filed for Chapter 11 and are using the bankruptcy courts to decimate their collective bargaining agreements and gut pension plans.

Verizon continues to stonewall in negotiations with members of the Communications Workers of America, who struck the company for two weeks last summer in the face of unprecedented concessionary demands from management but then went back to work without a new contract. CWA is also facing difficult negotiations with AT&T, even though the union went out on a limb to support the company’s ultimately unsuccessful bid to take over T-Mobile.

There have been a few relatively bright spots for labor. For example, after being locked out for three months, Steelworkers union members at Cooper Tire and Rubber managed to negotiate a new contract that excluded the company’s demand for a five-tier wage structure with no guaranteed pay increases.

Yet organized labor has not been able to take the offensive in a significant way, and employers continue to feel emboldened. This comes through loud and clear in the results of the latest Employers Bargaining Objectives survey conducted by Bloomberg BNA (summarized in the April 11 edition of Labor Relations Week).

“Employers are fairly brimming with confidence as they head into 2012 talks,” Bloomberg BNA writes. “Nine out of 10 of the employers surveyed are either fairly confident or highly confident of obtaining the goals they have set for their labor agreements.”

Those goals, of course, do not include hikes in pay and improvements in working conditions. In fact, only 11 percent of respondents said they expected to have to negotiate significant wage increases, while 27 percent said they planned to bargain for no improvements at all in wage rates. Many employers expect to shift more health care costs to workers, and few expect to agree to stronger job security provisions.

Employers are prepared to play hardball in seeking their objectives. For example, one-quarter of manufacturing-sector respondents told Bloomberg BNA they would be likely to resort to a lockout of workers if they did not get their way in negotiations. Corporations have little fear of strikes, which are all but extinct, and if workers do dare to walk out, employers are confident of prevailing—or at least maintaining the kind of impasse that exists at Verizon.

Such arrogance is not surprising at a time when unemployment levels remain high and private-sector unionization rates are abysmally low. The question is what it will take to shatter employer intransigence.

One piece of the solution is greater cooperation between unions and the rest of the broader corporate accountability movement, and that’s exactly what seems to be emerging from the 99% Spring offensive.

Strong private sector unions in the United States are an essential check on the power of large corporations and one of the most effective vehicles for raising living standards. Corporate accountability will mean much more when big business is running away not only from ALEC but also from union-busting.

Tiananmen Square Inc.

Friday, October 1st, 2010

Large corporations don’t depend on China only for cheap labor; they also seem to be adopting the practices of that country’s repressive government in the treatment of dissidents. It has just come to light that oil giant Chevron is working with Houston authorities in the prosecution of shareholder activist Antonia Juhasz, who berated executives and directors at the company’s annual meeting last May over environmental and human rights issues.

Juhasz, author of the book Tyranny of Oil and editor of an alternative annual report on Chevron, was removed from the May meeting and arrested. Rather than dropping the charges after the disruption was over, Chevron has pursued the matter. At a recent court hearing, the company pushed for Juhasz to get jail time for criminal trespass and other charges.

What happened to Juhasz was not the first time an activist was ejected from an annual meeting for speaking out. In 2004 veteran labor activist Ray Rogers was wrestled to the ground by security guards and forcibly removed from Coca-Cola’s meeting after he forcefully criticized the company for its ties to paramilitary groups involved in the murder of trade union leaders in Colombia. He was threatened with arrest but not taken into custody.

The criminal prosecution of Juhasz is a troubling turn of events. Annual meetings are the one occasion when corporations are supposed to give the semblance of being democratic institutions. CEOs and board members should endure the protests and not try to take revenge on their critics.

Some might say that the likes of Juhasz and Rogers are out to disrupt annual meetings and that they should instead work through proper channels to get their point of view across. But corporations are trying to close that avenue as well.

Corporate interests are up in arms about the Securities and Exchange Commission’s decision in August giving shareholders new powers to nominate directors to corporate boards. The move marks the beginning of the end of non-competitive board elections that have much in common with the selection of leaders in China and the old Soviet Union.

Corporations tried mightily to prevent this intrusion of democracy into their affairs. As I noted a year ago, the corporate comments submitted to the SEC about the proposal raised some ridiculous objections. The Business Roundtable claimed that the rules would violate a corporation’s First Amendment rights by forcing it to include comments by outside candidates in its proxy statement.

McDonald’s Corporation fretted that shareholders might nominate someone “who may not have even met the existing members of the Board.” Sara Lee Corporation claimed that the change would result in directors who represented a special interest rather than the interests of all shareholders – conveniently forgetting that many directors have been chosen because of their affiliation with a financial institution or other entity that has a significant relationship with the company—a suspicious practice known as corporate interlocks or interlocking directorates.

Having lost in the rulemaking process, business groups are now taking the matter to court. The U.S. Chamber of Commerce and the Business Roundtable have challenged the SEC decision in the federal court of appeals in Washington. The two groups – whose legal team is led by Eugene Scalia, son the Supreme Court Justice – depict activist shareholders as a special interest whose ability to nominate board candidates would violate the First and Fifth Amendment rights of corporations. Their brief implies that the whole idea of proxy access is a plot by unions.

Echoing the current Republican talking point, they claim that the new rules would create “uncertainty.” They even play the recession card, saying: “We respectfully submit that stewardship of the national economy during these difficult economic times counsels strongly in favor of a stay.” They conclude by saying that a failure of the appeals court to put a stop to the proxy reforms would cause “irreparable injury” to public traded corporations.

At one time, such arguments would be laughed out of court. But in the current climate, with business rights being treated as sacrosanct, the challenge has a reasonable chance of success. Democracy may not be coming to Corporate America after all.

Getting Corporations to Do the Right Thing

Thursday, October 29th, 2009

pinklidI admit it—the Dirt Diggers Digest is guilty of focusing on the bad news about corporate misdeeds. So in this post I will write about something positive: activist groups that are succeeding in changing corporate behavior for the better.

The occasion for this shift in emphasis is the recent announcement of the winners of the BENNY awards, which are given out by the Business Ethics Network. BEN is an association of organizations and individuals involved in corporate campaigns that seek to pressure companies to end injurious practices relating to the environment, public health and the workplace. (Full disclosure: I have served on BEN’s advisory committee.)

Since 2005 BEN has been giving awards celebrating outstanding victories. During the past few years it has also honored groups that are making progress toward such victories and given individual achievement awards to veteran campaigners.

Each time attend the awards ceremony and hear the descriptions of the campaigns, I find my skeptical shell melting away in a wave of optimism about the prospects for undoing corporate harm. This year was no different.

There was a tie for 1st place in the main BENNY award between the Campaign for Fair Food and Think Before You Pink: “Yoplait—Put A Lid On It!”

The Campaign—led by the Coalition of Immokalee Workers (CIW) and supported by the Presbyterian Church (USA) and others in the Alliance for Fair Food—has made great strides in improving the working conditions of immigrant farmworkers in southern Florida. The campaign has won a string of victories by going around the growers who are the direct employers of the workers and pressuring their major customers (fast food giants, supermarket chains, and major food service companies) to pay more for the produce with the understanding that the difference will go toward higher wages.

Think Before You Pink is a campaign led by Breast Cancer Action that has taken a critical approach toward the growing corporate practice of putting pink ribbons on their products to raise awareness of breast cancer. The campaign started out examining whether those companies are contributing a significant portion of the purchase price toward legitimate cancer research. More recently, it has challenged pink-ribbon companies that make products that have been linked to breast cancer (the campaign calls it “pinkwashing”).

One of its recent targets was Eli Lilly, which sells drugs meant to reduce the risk of breast cancer while at the same time distributing rGBH, an artificial growth hormone used by dairies that is a suspected carcinogen. Earlier this year, the Think Before You Pink campaign got General Mills to stop using rBGH in its Yoplait yogurt, which has extensively used pink-ribbon marketing.

BEN gave its first-place Path to Victory award to the Sierra Club’s Beyond Coal Campaign, which is seeking to reduce use of the climate-destroying black fuel through efforts such as organizing students at campuses which depend on coal-generated electricity.  The campaign, which is targeting some schools smack in the middle of coal country, has released a tongue-in-cheek online video with the tagline “Coal is Too Dirty Even for College.”

The Individual Achievement Award went to Sister Pat Daly, a veteran shareholder activist who heads the Tri-State Coalition for Responsible Investment, an alliance of Roman Catholic groups in the New York City metropolitan area. She is best known as one of the founders of Campaign ExxonMobil, which pioneered the effort to get the giant oil company to take a less irresponsible position on climate change.

At the BEN awards ceremony, Sister Pat also described facing down former General Electric CEO Jack Welch at a company board meeting. For years, she and other activists had been pressing GE to accept responsibility for cleaning up the PCB contamination it had caused in New York’s Hudson River. And for years the company resisted. Welch’s successor Jeff Immelt eventually relented, and in May 2009 a clean-up effort financed by GE finally began. Sister Pat’s role in that victory certainly deserved to be honored.

Whether over the course of months or decades, the kinds of campaigns celebrated by the BENNY Awards show that corporations can be made to do the right thing.

Will Democracy Invade the Boardroom?

Thursday, September 3rd, 2009

board meetingLife has been tough for the Securities and Exchange Commission, what with the power grab at its expense by the Federal Reserve and new revelations that its investigators acted like Keystone Kops when looking into tips about the suspicious behavior of Bernie Madoff. Now the SEC has the opportunity to do some good. The question is whether it has the nerve to stand up to powerful corporate interests.

In May the SEC voted to propose rule changes that would enable shareholders to nominate directors for corporate boards. The Commission issued a 250-page description of the proposed changes in June and asked for public comments. A decision is expected this fall.

The process of selecting board candidates makes a mockery of the idea of corporate democracy. Except in those rare instances when a takeover effort leads to a proxy fight, potential directors are chosen by management and run unopposed. This helps ensure that the ranks of outside (non-executive) directors, who are supposed to function as watchdogs, are filled with agreeable souls.

The proposed SEC rules would be a vast improvement, but they would allow shareholders to name no more than one-quarter of the candidates, and they would limit nominating rights to large shareholders (those with at least 1 percent of big companies and larger percentages in smaller ones). However, alliances of shareholders would be able to use their combined holdings to meet the threshold.

Comments flooded into the SEC over the summer. As a review of the comments conducted by the Wharton School of Business shows, the reactions have been highly polarized, with large companies warning of doom and proponents such as large pension funds predicting the changes would be a boon for shareholder rights.

The Business Roundtable weighs in with more than 150 pages of comments, posing dozens of plausible and not-so-plausible objections, including the hilarious claim that the rules would violate a corporation’s First Amendment rights by forcing it to include comments by outside candidates in its proxy statement.

Revealing a fear that the rule changes would undermine the clubbiness that characterizes the current system, comments submitted by McDonald’s Corporation fretted that shareholders might nominate someone “who may not have even met the existing members of the Board.” Another laughable objection is one made, for example, by Sara Lee Corporation claiming that the change would result in directors who represent a special interest rather than the interests of all shareholders. Sara Lee conveniently forgets that under the current system outside directors are often chosen because of their affiliation with a financial institution or other entity that has a significant relationship with the company—a suspicious practice known as corporate interlocks or interlocking directorates.

Some commenters, including a joint submission by 26 large corporations, support a compromise that, instead of imposing new proxy rules on all publicly traded companies, would make it easier for shareholders to seek changes in the nominating process on a company-by-company basis. This seems like little more than an attempt to undermine the whole idea.

But perhaps the saddest thing about the comments is the surprisingly large number of submissions by owners of small businesses—from a dog bakery called For Pampered Pooches to Dreamland Daycare—who have somehow been brainwashed by some trade association into thinking that a reform aimed at major corporations is somehow going to threaten their privately held enterprise.

Here’s hoping that the SEC ignores the preposterous arguments of both large and small companies and injects some measure of democracy into Corporate America.

Pushing Uncle Sam to Be an Activist Investor

Wednesday, May 27th, 2009

unclesam4Now that it’s becoming clear  that the federal government will end up owning nearly three-quarters of the shares in General Motors, the question is: What kind of owner will Uncle Sam be?

In certain respects, the Obama Administration has been acting like a private-equity firm that imposes conditions on a company it is taking over. It already booted out GM’s chief executive, restructured its debt, pressured its union to make contract concessions and bullied its main minority shareholder — which in this case is the autoworkers’ healthcare trust — and is wiping out other investors.

Yet, despite maneuvering to gain an expected stake of some 70 percent in the automaker, the feds don’t want to manage the company. According to the Wall Street Journal, the Treasury regards itself as “a player that has no intentions of directly guiding the company once it emerges from bankruptcy.” Unnamed sources in the federal government told Reuters: “We want to be shareholders for as short a period of time and almost in as inactive a way as we can responsibly be.”

One is tempted to ask: why? The Obama Administration has already taken some bold steps with regard to the rescue of GM. It is disingenuous to now act as if it is improper for the government to exercise any influence.

No one is suggesting that Treasury Secretary Tim Geithner or the Secretary of Transportation take over day-to-day control of the company, but there is still the question of broad policymaking exercised through the board of directors and annual shareholder meetings.  This will not be a situation in which government has a small interest whose voting power is far outnumbered by private investors. GM is heading for a situation in which it is nearly a wholly owned subsidiary of the United States of America.

There are encouraging reports that the federal government will name a substantial number of GM’s board members. But who will these appointees be — and will they be expected to pursue certain policies? It is easy to imagine Geithner installing business types with the mindset of conventional directors who are free to act as they please.

And then there’s the question of whether the federal government will vote its shares at annual meetings. If the government does not make its will known through the board or vote its shares, then who will control GM? Will the UAW healthcare trust end up calling the shots — or perhaps the governments of Canada and  Ontario, which will reportedly end up with a small holding in exchange for the financial assistance they are giving the company.

As the federal government uses its large investment in GM to help steer the company back to some semblance of financial health, why can’t it also use its influence to turn the automaker into a paradigm of the most enlightened corporate governance and accountability practices?

Keep in mind that GM’s track record is not only one of bad business judgments. It also has a long history of acting irresponsibly toward its critics (Ralph Nader et al.), its workers (the speedups that led to the Lordstown revolt in 1972), communities (destruction of streetcar lines in the 1930s and 1940s), the environment (pushing SUVs long after it was clear they were disastrous for the climate), etc. etc.

For years, activist investor groups have tried to promote better practices through proxy resolutions. GM has not yet issued the proxy statement for this year’s annual meeting, which is scheduled for August (two months later than usual), so we don’t know what issues will be voted on by the shareholders. Last year, the resolutions were on issues such as the reduction of greenhouse gas emissions, support for healthcare reform, full disclosure of political contributions and shareholder advisory voting on executive compensation — all of which were opposed by management.

Abstaining from voting on such matters would in effect mean preserving the status quo and giving implicit support to the backward policies adopted by the company for decades. As long as the federal government (and by extension the taxpayers) owns the overwhelming majority of the shares, it should use its influence to clean up not only GM’s financial accounts but its social ledger as well.

The Partial Coup d’Etat at Bank of America

Thursday, April 30th, 2009

bofaBank of America seems to be in a state of denial about the partial coup d’etat that was just carried out by the company’s shareholders, who took the remarkable step of ousting Ken Lewis from the chairman’s job.  BofA put out a press release with the vague title “Bank of America Announces Results from Annual Meeting” that never mentions the demotion of Lewis, who was kept on as chief executive. It simply announces that non-executive director Dr Walter E. Massey, president emeritus of Morehouse College, had been selected for the chairman’s post.

Moreover, as of this writing, the About page on the BofA website contains a box headlined Leadership with a quote from Lewis, who is still identified as chairman. The quote reads: “Bank of America helps build strong communities by creating opportunities for people — including customers, shareholders and associates — to fulfill their dreams.”

As I described in my previous post, Lewis spent four decades at BofA and its predecessor companies fulfilling his dream — or more strictly, that of his mentor Hugh McColl — of conquering a long list of competitors and creating a financial leviathan that today has the dubious distinction of being  deemed to be too big to fail. Now his personal part of that dream is crumbling before him.

As hard as BofA’s p.r. people may try to downplay it, the company’s investors have just presented Lewis with a resounding vote of no confidence. Although the attempt to kick Lewis off the board entirely did not succeed, his loss of the chairmanship is a humiliating defeat and may make it untenable for him to remain in the CEO post.

What was a sad day for Ken Lewis was a remarkable victory for shareholder activism and a serious setback for those top financial executives who seem to think they can avoid any personal consequences from mismanagaging their banks to the point that they need to be propped up with vast sums of taxpayer money. The uprising of the BofA shareholders should also send a strong message to the largest owner of large banks — the federal government — that the time has come to get tough with the banking barons.

A Struggle Over the Rockefeller Legacy?

Monday, April 28th, 2008

For a family whose economic power peaked a long time ago, the Rockefellers have been in the news a lot lately—in both good ways and bad. The negative press comes courtesy of author Steve Weinberg, whose well-received new bookTaking on the Trust: The Epic Battle of Ida Tarbell and John D. Rockefeller—looks at both the oil tycoon and the pioneering investigative journalist who exposed the unsavory aspects of his business practices.

The publicity given to Weinberg’s book reminds those who associate the Rockefeller name these days mainly with a respected foundation and a liberal U.S. Senator from West Virginia that it was long reviled because of Standard Oil’s ruthless conquest of its competitors. Long after Tarbell’s book on Standard Oil was published in 1904, the Rockefeller name was associated with the worst features of capitalism. Labor activists blamed a Rockefeller-controlled company for the infamous Ludlow Massacre of 1914, when wives and children of striking workers were killed by the Colorado state militia. In the late 1960s, the New Left condemned the Rockefeller-controlled Chase Manhattan bank for oppressing the people of Latin America.

Now it seems that the Rockefellers are trying to burnish their reputation. David Rockefeller, the 92-year-old former chairman of Chase Manhattan, just announced a gift of $100 million to his alma mater Harvard University (as if it needed the money). Neva Rockefeller Goodwin, daughter of David Rockefeller, submitted a shareholder resolution for next month’s annual meeting of Exxon Mobil (which descends from the Standard Oil Trust) calling on the company to establish a task force to examine the consequences of global warming.

And today, the Financial Times reports that members of the Rockefeller Family plan to press for corporate governance reforms at Exxon Mobil, including a requirement that the chairman of the board be independent of management. The Rockefellers, whose combined holdings in Exxon are not large enough to be disclosed by the company, are dubious agents for change at a corporation that in many ways carries on the harmful practices that made their family fabulously rich. Today’s Ida Tarbells are better suited for the job.