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	<title>Dirt Diggers Digest &#187; Shareholder Activism</title>
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	<description>chronicling corporate misbehavior (and how to research it)</description>
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		<title>Getting Corporations to Do the Right Thing</title>
		<link>http://dirtdiggersdigest.org/archives/905</link>
		<comments>http://dirtdiggersdigest.org/archives/905#comments</comments>
		<pubDate>Fri, 30 Oct 2009 02:55:39 +0000</pubDate>
		<dc:creator>Phil Mattera</dc:creator>
				<category><![CDATA[Climate Change]]></category>
		<category><![CDATA[Corporate Accountability]]></category>
		<category><![CDATA[Corporate Campaigns]]></category>
		<category><![CDATA[Environment]]></category>
		<category><![CDATA[Shareholder Activism]]></category>
		<category><![CDATA[Socially Responsible Investing]]></category>
		<category><![CDATA[Student Activism]]></category>

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		<description><![CDATA[I 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 [...]]]></description>
			<content:encoded><![CDATA[<p><img class="alignright size-full wp-image-908" title="pinklid" src="http://dirtdiggersdigest.org/wordpress/wp-content/uploads/2009/10/pinklid.jpg" alt="pinklid" width="240" height="237" />I 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.</p>
<p>The occasion for this shift in emphasis is the recent announcement of the winners of the BENNY awards, which are given out by the <a href="http://businessethicsnetwork.org/section.php?id=176" target="_blank">Business Ethics Network</a>. 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.)</p>
<p>Since 2005 BEN has been giving <a href="http://businessethicsnetwork.org/article.php?list=type&amp;type=137" target="_blank">awards</a> 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.</p>
<p>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.</p>
<p>There was a tie for 1<sup>st</sup> place in the main BENNY award between the Campaign for Fair Food and Think Before You Pink: “Yoplait—Put A Lid On It!”</p>
<p>The Campaign—led by the <a href="http://www.ciw-online.org/" target="_blank">Coalition of Immokalee Workers</a> (CIW) and supported by the Presbyterian Church (USA) and others in the <a href="http://www.allianceforfairfood.org/index.html" target="_blank">Alliance for Fair Food</a>—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.</p>
<p><a href="http://thinkbeforeyoupink.org/" target="_blank">Think Before You Pink</a> 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”).</p>
<p>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 <a href="http://bcaction.org/index.php?page=090209-2" target="_blank">stop using </a>rBGH in its Yoplait yogurt, which has extensively used pink-ribbon marketing.</p>
<p>BEN gave its first-place Path to Victory award to the Sierra Club’s <a href="http://sierraclub.org/coal/" target="_blank">Beyond Coal Campaign</a>, which is seeking to reduce use of the climate-destroying black fuel through efforts such as <a href="http://www.sierraclub.org/coal/campus/default.aspx" target="_blank">organizing students</a> 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 <a href="http://www.youtube.com/watch?v=oXBkIhRPRWc" target="_blank">online video</a> with the tagline “Coal is Too Dirty Even for College.”</p>
<p>The Individual Achievement Award went to Sister Pat Daly, a veteran shareholder activist who heads the <a href="http://www.tricri.org/" target="_blank">Tri-State Coalition for Responsible Investment</a>, 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.</p>
<p>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 <a href="http://www.nytimes.com/2009/05/16/science/earth/16dredge.html" target="_blank">finally began</a>. Sister Pat’s role in that victory certainly deserved to be honored.</p>
<p>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.</p>
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		<title>Will Democracy Invade the Boardroom?</title>
		<link>http://dirtdiggersdigest.org/archives/784</link>
		<comments>http://dirtdiggersdigest.org/archives/784#comments</comments>
		<pubDate>Fri, 04 Sep 2009 02:18:16 +0000</pubDate>
		<dc:creator>Phil Mattera</dc:creator>
				<category><![CDATA[Corporate Governance]]></category>
		<category><![CDATA[Shareholder Activism]]></category>

		<guid isPermaLink="false">http://dirtdiggersdigest.org/?p=784</guid>
		<description><![CDATA[Life 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 [...]]]></description>
			<content:encoded><![CDATA[<p><img class="alignright size-medium wp-image-786" title="board meeting" src="http://dirtdiggersdigest.org/wordpress/wp-content/uploads/2009/09/board-meeting-300x176.jpg" alt="board meeting" width="270" height="158" />Life has been tough for the Securities and Exchange Commission, what with the power grab at its expense by the Federal Reserve and new <a href="http://www.nytimes.com/2009/09/03/business/03madoff.html" target="_blank">revelations</a> 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.</p>
<p>In May the SEC <a href="http://www.sec.gov/news/press/2009/2009-116.htm" target="_blank">voted to propose</a> rule changes that would enable shareholders to nominate directors for corporate boards. The Commission issued a <a href="http://www.sec.gov/rules/proposed/2009/33-9046.pdf" target="_blank">250-page description</a> of the proposed changes in June and asked for public comments. A decision is expected this fall.</p>
<p>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.</p>
<p>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.</p>
<p><a href="http://www.sec.gov/comments/s7-10-09/s71009.shtml" target="_blank">Comments flooded</a> into the SEC over the summer. As a <a href="http://knowledge.wharton.upenn.edu/article.cfm?articleid=2331" target="_blank">review</a> 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.</p>
<p>The Business Roundtable weighs in with more than <a href="http://www.sec.gov/comments/s7-10-09/s71009-267.pdf" target="_blank">150 pages</a> 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.</p>
<p>Revealing a fear that the rule changes would undermine the clubbiness that characterizes the current system, comments submitted by McDonald’s Corporation <a href="http://www.sec.gov/comments/s7-10-09/s71009-504.pdf" target="_blank">fretted</a> 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 <a href="http://www.sec.gov/comments/s7-10-09/s71009-478.pdf" target="_blank">claiming</a> 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.</p>
<p>Some commenters, including a <a href="http://www.sec.gov/comments/s7-10-09/s71009-472.pdf" target="_blank">joint submission</a> 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.</p>
<p>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 <a href="http://www.sec.gov/comments/s7-10-09/s71009-451.pdf" target="_blank">For Pampered Pooches</a> to <a href="http://www.sec.gov/comments/s7-10-09/s71009-443.pdf" target="_blank">Dreamland Daycare</a>—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.</p>
<p>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.</p>
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		<title>Pushing Uncle Sam to Be an Activist Investor</title>
		<link>http://dirtdiggersdigest.org/archives/573</link>
		<comments>http://dirtdiggersdigest.org/archives/573#comments</comments>
		<pubDate>Thu, 28 May 2009 03:57:49 +0000</pubDate>
		<dc:creator>Phil Mattera</dc:creator>
				<category><![CDATA[Auto industry]]></category>
		<category><![CDATA[Shareholder Activism]]></category>

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		<description><![CDATA[Now that it&#8217;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. [...]]]></description>
			<content:encoded><![CDATA[<p><img class="alignright size-full wp-image-576" title="unclesam4" src="http://dirtdiggersdigest.org/wordpress/wp-content/uploads/2009/05/unclesam4.jpg" alt="unclesam4" width="250" height="286" />Now that it&#8217;s becoming clear  <a href="http://www.washingtonpost.com/wp-dyn/content/article/2009/05/27/AR2009052701275.html" target="_blank"></a>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?</p>
<p>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&#8217;s chief executive, restructured its debt, pressured its union to make contract concessions and bullied its main minority shareholder &#8212; which in this case is the autoworkers&#8217; healthcare trust &#8212; and is wiping out other investors.</p>
<p>Yet, despite maneuvering to gain an expected stake of some 70 percent in the automaker, the feds don&#8217;t want to manage the company. <a href="http://online.wsj.com/article/SB124342921329558465.html" target="_blank">According to </a>the <em>Wall Street Journal</em>, the Treasury regards itself as &#8220;a player that has no intentions of directly guiding the company once it emerges from bankruptcy.&#8221; Unnamed sources in the federal government <a href="http://www.reuters.com/article/GCA-autos/idUSTRE54P6RG20090526" target="_blank">told</a> Reuters: &#8220;We want to be shareholders for as short a period of time and almost in as inactive a way as we can responsibly be.&#8221;</p>
<p>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.</p>
<p>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.</p>
<p>There are encouraging <a href="http://www.washingtonpost.com/wp-dyn/content/article/2009/05/27/AR2009052701275.html" target="_blank">reports</a> that the federal government will name a substantial number of GM&#8217;s board members. But who will these appointees be &#8212; 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.</p>
<p>And then there&#8217;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 &#8212; or perhaps the governments of Canada and  Ontario, which will <a href="http://www.financialpost.com/story.html?id=1636149" target="_blank">reportedly</a> end up with a small holding in exchange for the financial assistance they are giving the company.</p>
<p>As the federal government uses its large investment in GM to help steer the company back to some semblance of financial health, why can&#8217;t it also use its influence to turn the automaker into a paradigm of the most enlightened corporate governance and accountability practices?</p>
<p>Keep in mind that GM&#8217;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.</p>
<p>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&#8217;s annual meeting, which is <a href="http://www.reuters.com/article/pressRelease/idUS182699+17-Mar-2009+PRN20090317" target="_blank">scheduled</a> for August (two months later than usual), so we don&#8217;t know what issues will be voted on by the shareholders. Last year, the <a href="http://www.sec.gov/Archives/edgar/data/40730/000089016308000276/s11-8104_def14a.htm" target="_blank">resolutions</a> 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 &#8212; all of which were opposed by management.</p>
<p>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&#8217;s financial accounts but its social ledger as well.</p>
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		<title>The Partial Coup d&#8217;Etat at Bank of America</title>
		<link>http://dirtdiggersdigest.org/archives/457</link>
		<comments>http://dirtdiggersdigest.org/archives/457#comments</comments>
		<pubDate>Thu, 30 Apr 2009 06:44:56 +0000</pubDate>
		<dc:creator>Phil Mattera</dc:creator>
				<category><![CDATA[Financial Crisis]]></category>
		<category><![CDATA[Shareholder Activism]]></category>

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		<description><![CDATA[Bank of America seems to be in a state of denial about the partial coup d&#8217;etat that was just carried out by the company&#8217;s shareholders, who took the remarkable step of ousting Ken Lewis from the chairman&#8217;s job.  BofA put out a press release with the vague title &#8220;Bank of America Announces Results from Annual [...]]]></description>
			<content:encoded><![CDATA[<p><img class="alignright size-medium wp-image-459" title="bofa" src="http://dirtdiggersdigest.org/wordpress/wp-content/uploads/2009/04/bofa-300x165.jpg" alt="bofa" width="270" height="149" />Bank of America seems to be in a state of denial about the partial coup d&#8217;etat that was just carried out by the company&#8217;s shareholders, who took the remarkable step of ousting Ken Lewis from the chairman&#8217;s job.  BofA put out a <a href="http://newsroom.bankofamerica.com/index.php?s=43&amp;item=8443">press release </a>with the vague title &#8220;Bank of America Announces Results from Annual Meeting&#8221; 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&#8217;s post.</p>
<p>Moreover, as of this writing, the <a href="http://www.bankofamerica.com/index.cfm?page=about">About page </a>on the BofA website contains a box headlined Leadership with a quote from Lewis, who is still identified as chairman. The quote reads: &#8220;Bank of America helps build strong communities by creating opportunities for people — including customers, shareholders and associates — to fulfill their dreams.&#8221;</p>
<p>As I described in my <a href="http://dirtdiggersdigest.org/archives/445">previous post</a>, Lewis spent four decades at BofA and its predecessor companies fulfilling his dream &#8212; or more strictly, that of his mentor Hugh McColl &#8212; 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.</p>
<p>As hard as BofA&#8217;s p.r. people may try to downplay it, the company&#8217;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.</p>
<p>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 &#8212; the federal government &#8212; that the time has come to get tough with the banking barons.</p>
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		<title>A Struggle Over the Rockefeller Legacy?</title>
		<link>http://dirtdiggersdigest.org/archives/39</link>
		<comments>http://dirtdiggersdigest.org/archives/39#comments</comments>
		<pubDate>Tue, 29 Apr 2008 03:22:04 +0000</pubDate>
		<dc:creator>Phil Mattera</dc:creator>
				<category><![CDATA[Muckraking]]></category>
		<category><![CDATA[Shareholder Activism]]></category>

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		<description><![CDATA[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 book—Taking on the Trust: The Epic Battle of Ida Tarbell and John D. Rockefeller—looks at both the oil [...]]]></description>
			<content:encoded><![CDATA[<p>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 <a href="http://www.wwnorton.com/catalog/winter08/004935.htm">book</a>—<em>Taking on the Trust: The Epic Battle of Ida Tarbell and John D. Rockefeller</em>—looks at both the oil tycoon and the pioneering investigative journalist who exposed the unsavory aspects of his business practices.</p>
<p>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.</p>
<p>Now it seems that the Rockefellers are trying to burnish their reputation. David Rockefeller, the 92-year-old former chairman of Chase Manhattan, just <a href="http://www.reuters.com/article/domesticNews/idUSN2536168520080425">announced</a> 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 <a href="http://www.sec.gov/Archives/edgar/data/34088/000119312508078618/ddef14a.htm">shareholder resolution</a> 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.</p>
<p>And today, the <em>Financial Times</em> <a href="http://www.ft.com/cms/s/0/7e6e21f4-154a-11dd-996c-0000779fd2ac.html">reports</a> 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&#8217;s Ida Tarbells are better suited for the job.</p>
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