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January 26, 2010

SC Ruling Could Lead to More Shareholder Proposals

Add more shareholder resolutions to the list of potential fallout from the controversial 5-4 Supreme Court ruling in Citizens United v. Federal Election Commission.

Among other things, the decision, which turned campaign finance law on its head by undoing federal limits on corporate political spending, may result in more shareholder resolutions seeking disclosure about corporate political contributions, and possibly new resolutions seeking some sort of shareholder approval related to corporate campaign-related spending, observers say.

“The deadlines for filing proposals at most companies are already past, so we won’t see any more proposals during the traditional proxy season, but we may see more later in the year than we normally would,” says Carol Bowie, head of the Governance Institute at RiskMetrics Group. Roughly 70 percent of companies are calendar-year companies, with filing deadlines that fall in December.

bowieBowie says “different flavors of proposals” may emerge as a result of the ruling.

Committee leaders in both the House and Senate have promised hearings on the decision next month. With Washington abuzz about legislation to mandate some sort of shareholder say on political spending, Bowie says proposals seeking shareholder approval on a maximum or overall yearly contribution amount may emerge.

In the past, proposals calling for more disclosure about and corporate policies related to political and lobbying contributions have been fairly popular, with average support of more than 30 percent.

Those proposals have been coordinated by the Center for Political Accountability and filed by an array of social funds, such as Green Century and Domini, as well as labor unions and public pension funds.

Roughly 270 proposals related to political donations policies and/or disclosure were filed from 2004 through Jan. 25, according to data tracked by RMG. Three—one each in 2005, 2006, and 2007—have won majority shareholder support. While many of the proposals are withdrawn, Bowie says average support for the proposals was at 30 percent in 2009. This year, RMG is tracking 51 proposals, most of which seek disclosure or a policy on contributions.

Meanwhile, Con Hitchcock, counsel to Amalgamated Bank LongView Funds, which in the past has filed proposals seeking disclosure of corporate contributions to trade associations and 527 groups, calls the Supreme Court’s decision “a game-changer.”

“As the dissent pointed out, it may be up to shareholders to try and hold companies accountable for how they spend money on campaign-related activities,” Hitchcock says. “I wouldn’t be surprised to see advocates pressing for a more explicit shareholder role in seeing how money is spent from the corporate treasury.”

“It’s easy enough to spend a lot of money on a political campaign; whether that spending produces results that are good for shareholders is another question,” he says.

Timothy Smith, senior vice president of the environment, social, and governance group at Walden Asset Management, which has also filed resolutions in concert with CPA, says it’s “a little early to put plans on the table for fall resolutions.”

Smith“I think it is fair to say … that concerned investors have been alarmed by the Supreme Court decision and are energized to engage companies now that the decision has opened the door to expanded company funds entering the political process,” says Smith.

He says groups such as the non-profit advocacy group Common Cause are looking at whether companies should seek shareowner approval before using investor funds for political purposes.

Meanwhile, CPA President Bruce Freed tells Compliance Week that his group is “moving forward the same today as before Citizens.”

“It’s critical that companies disclose the full range of and adopt board oversight for their political spending,” Freed says.

He says political spending will be “even riskier” in light of the decision, since companies will be under greater pressure to give.

So far, 70 companies—including 48 of the S&P 100—have adopted CPA’s framework for political disclosure. Freed says the group has reached agreements with additional companies to be announced shortly.

Last July, the group and its investor partners sent letters to 107 companies asking them to examine their political spending practices and disclosure.

Freed says CPA and its partners are in talks with 20 companies and filed shareholder proposals at 47 companies.

“The decision just came out, so we’ll have to see what develops,” he says.

The group is also finalizing a handbook on corporate political accountability to be published this Spring by The Conference Board, which details best practices for companies on how to manage and oversee political spending.

Posted by: maguilar @ 5:10 pm

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