Corporate governance in America
Shareholders are ever more willing to vote against management
TWENTY years ago Bob Monks bought an ad in the Wall Street Journal declaring members of the board of Sears, to which he hoped (in vain) to be elected, "non-performing assets". Nowadays, shareholder activists just create a website. On April 2nd Dan Loeb, a hedge-fund boss, launched valueyahoo.com, which brims with proposals for reviving the struggling web firm. Mr Loeb is trying to get himself elected to Yahoo!'s board against the wishes of its managers-a fight that could be the highlight of the annual corporate proxy season that is getting under way. He may win the shareholder vote, if Yahoo! does not strike a deal with him first.
Several hedge funds are urging shareholders to give boards a good kicking. Starboard Value has nominated five candidates to the board of AOL, another ailing web firm. On April 2nd Pershing Square added a seventh candidate to the alternative slate of directors it has nominated to the board of Canadian Pacific Railway. Shareholder activism is "getting back to normal after the financial crisis of 2008," says Peter Harkins of D.F. King, a firm that advises participants in proxy contests.
几个对冲基金正说服股东们给董事会一个下马威。（美国对冲基金）Starboard Value已经给另一间衰落的网络公司——美国在线（AOL）的董事会里提名了五名候选人。4月2号，波欣广场（资本管理公司）在已经提命的加拿大太平洋铁路公司董事会候选人中增加第七位候选人作为董事的替代人。"股东激进主义在2008年经济危机后现正回归到正常。"D.F. King的皮得.哈更斯说，D.F. King是一间为代理权争夺的参与者提供咨询的公司。
It is not just hedge funds that are flexing their shareholderly muscles. Pension funds are at it, too. On March 27th it was reported that Goldman Sachs had made peace with the pension fund of the American Federation of State, County and Municipal Employees (AFSCME), which had proposed a resolution to split the roles of chief executive and chairman, both of which are held by Lloyd Blankfein. The bank convinced AFSCME to withdraw its proposal by agreeing to appoint a "lead director" to keep Mr Blankfein in check. The union has made similar proposals at several firms, including JPMorgan Chase, whose boss AFSCME's president calls the "most dangerous man in America". Rupert Murdoch, the embattled chairman and chief executive of News Corporation, will face a motion that he surrender his chairmanship to someone independent.
Two other issues are expected to attract scrutiny from shareholders this year. One is bosses' pay. Investors will show "a little more backbone" in curbing it, "having rather fluffed it last year", predicts Anne Simpson, who oversees the corporate-governance activities of CalPERS, a giant pension fund for California's public employees. Many boards struggled to win 70% support for pay packages last year, the first time such votes were required. This year, several could lose the vote (which is not binding) unless they have linked pay more explicitly to performance, reckons Paul Hodgson of GMI Ratings, a firm that measures corporate governance.
Perhaps the most contentious resolutions will be those demanding that firms be more transparent about their political spending, and requiring boards to ensure that this money is used in the interests of shareholders, not managers. This effort is being fiercely resisted. The US Chamber of Commerce argues that these resolutions, which mostly come from shareholders who are also trade unions or social activists, are not in the best interests of the firms concerned. Jim Copland of the Manhattan Institute, a think-tank, says that "some of these proposals may serve primarily to chill corporate political speech broadly, including on issues that most diversified shareholders-as distinguished from the proposals' sponsors-might prefer that the corporation's views be heard."
Well, maybe. But, as with the other issues on the proxy this year, that is for shareholders to decide.