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"Every government interference in the economy consists of giving an unearned benefit, extorted by force, to some men at the expense of others."

Ayn Rand

Nobody's listening.

ANOTHER BILL OF RIGHTS

By
Neal Boortz
@ May 18, 2009 8:20 AM
Permalink | Comments (25) | TrackBacks (0)

The government wants to expand its role into how corporations govern themselves. Chuck Schumer will be introducing a bill this week known as the shareholder bill of rights. It will give shareholders more say on executive compensation and make it easier for them to nominate corporate directors.

The bill will do a few things:

  • Confirm the SEC's authority to grant shareholders access to the corporate proxy
  • It will require public companies to create a separate risk committee to ensure that risk management is given "appropriate oversight."
  • The duties of the chief executive and the board chairman would be required to separate.
  • Companies would also be required to get approval from shareholders for executives' golden parachute packages.
  • Corporate directors would be subject to annual shareholder votes and must receive a majority of voters in order to remain on the board.

Shouldn't all of these guidelines be up to the shareholders and not the government? Maybe that's just my weird mind at work.



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What others are saying

  • Random Thoughts (with apologies to Sowell):
    JG: you make the best point on this board. Let’s return to the original Constitution. I suggest we strike any language that promotes a perceived disparity between the significance--& therefore the rights--of people based on race or sex.

    DHD: Your comment illustrates what has become the problem with our Federal government: While we were founded as a constitutional republic, we have become a non-representative representative democracy.

    Gene: Capital restructure is not as easy as you suggest, & restructure is rarely a political decision; it is a cost of capital decision. For many corporations, the answer to the government conundrum is outsourcing or complete “exile”, although this introduces a new risk--the expatriation of assets.

    Ralph Gizzip: How dare you suggest that shareholders can’t revolt? Maybe they can have a tea party! Oh… options do not carry voting rights.

    Buss: Maybe if Kelo’s lawyers had cited Bowie, they’d have won. Maybe we can get a legal action group to oppose BHO’s bailout schemes & base their argument on Rush’s “The Trees”.

    Jubilation T Cornpone: The Constitution has been unraveling since inception. It hasn’t “worked well” since at least 1803. Revoke government at will? Maybe that’s the way it SHOULD be, but the last time we tried it, over 600,000 soldiers & 400,000 civilians were killed, & government made its single largest step towards centralization EVER.

    Doug Davis: CORRECT. The underlying problem: Corporations are in bed with government. Schumer’s proposal is merely an assertion of who gets to be on top.

    $mooth Operator (& Copyleft): Corporations are legal entities. “Legal” implies complicity with government, regardless of level. The judiciary is government. Legislative, executive, JUDICIAL. Is there that big a difference between “State” & “Federal” anymore?

    BTW--I'm a capitalist, not a corporatist.

    Steve: Conditional suffrage… Not very original, but very right.

    Ed: Corporations are in fact little regulated aristocratic democracies. Perhaps they need more oversight, but from the bottom up, not from the top down. Government is a bigger slew of hogs than ANY corporation.

    Jake: Mutual funds already vote their shares. While hedge funds can & do trade assets, you will find that the bulk of their activity is in derivatives. There isn’t enough room here to explain the difference, but derivatives carry no voting rights.

    HOWEVER… A caveat to all…

    There is voluminous evidence that corporate executives & board members often act in their own best interest & not in the interest of shareholders. Sounds a lot like government, no?
  • Add This To The Pile
    This will mean even more IPO's will be done in other countries that Sarbanes - Oxley hasn't already chased away.

    Then we have the proposed card check, cap and trade, increased Capital Gains taxes and plans to make our corporate taxes the most punitive in the world.

    Obama and the Dems are trying their best to redistribute what wealth we have left to the rest of the world and put us on a par with Zimbabwe.

    Last one out, please turn off the lights.
  • Question
    Don't hedge funds and mutual funds own a good percentage of the market's stock? How is this going to work, will these fund managers now call the shots?
  • Shareholder Bill Of Rights
    Well golly if this isn't an attempt to turn Corporations (Mini-fascist republics) into Democracies (mob rule)..

    Would this in turn force more business owners away from incorporating into a faceless idolotrous entity moving it towards sole proprietorship and more personal business practices with,OMG, dare I say it, ACTUAL ACCOUNTABILITY for their actions?

    Why, this is just horrible..essentially forcing businessmen to be honest instead of cutthroat profit hungry at any cost deuchbag CEO's... my god it is government gone wild..
  • U asked for it, Copy
    So your point is what? Checkmate, you merely validated my earlier point--it is the courts, not the legislative branch, that determine the rules of incorporation.

    Oh and BTW, can you let us working folks know when you lefties plan to nationalize the economy and do away with "legal fiction" (as you call it)like corporations?
  • Wow!
    Um Articles of Incorporation are filed at the STATE level, NOT Federal!
  • To: Smooth Operator
    Funny stuff! "This is designated by the courts--not "government"."

    Riiiighht. Incorporation, a legal process that creates the legal fiction of a corporation according government regulations, through the courts, somehow isn't "GOVERNMENT." It's just "courts," which aren't part of the government!

    LOL. Thanks for another chuckle. And then you go on about MY education... Haaaah! (wiping tears away)

    Keep swingin', buddy. This is great entertainment.

    By the way: If business folks don't like the rules of incorporation, the solution's very easy: Don't Incorporate!

    You don't get the legal and financial benefits if you don't want to follow the rules. Very simple.
  • Shareholder's rights
    Awesome idea, while we're at it, let's create a law that would require each voter actually contribute more to gov't than they take from it.

    If you get more from FGov't than you pay into it, then you are not a shareholder and do not get to help determine the direction of this country!
  • Re: Skata; Serious people-what planet did this moron come from?
    Did you mean Chopyheft or Looter in Chief Fauxbamo boma boma whamo or Both?

    [For the record I would pick both]

    And $mooth Operator's response to Smellycleft; 'Why don't you crawl back to your libtard blogspace/basement and leave intelligent debate to those of us who actually work, run companies and produce things? '

    Dittos on that, Great Comment!!
  • shareholder rights
    The problem with "why don't shareholders do this than the government" is that shareholders are prevented from doing this legally( depending on the state) due to various restrictions. For example shareholders can't throw out an entire board of directors. Many of these restrictions are in place to prevent corporate takeovers and provide stability, but at the same time they prevent shareholders from exerting any real control.
  • How about some of rules being applied to how union s are run.
    If that's the fair way to manage, it should work for both. Suggest that and watch the fit.
  • Is not the right of assembly somewhere in the Constitution?
    You know, that document that's worked pretty well for over 200 years - that we're not using anymore?
  • Why? Why not?
    Corporations only exist by consent of the government, but government only exists by consent of the governed. The governed can revoke the government at will.
  • Corporations
    Oi Copyleft, obviously you have NO IDEA how the corporate world works... the government just regulates them, but they do NOT create them, it is the original shareholders who put the money to start a corporation and keep it running
  • @ CopyLeft
    Copy, you are living proof of what happens when inflated ego/subpar intelligence collide.

    You typed: "Remember, incorporation is a process that only government can recognize"

    No, no and hell no. Incorporation is a form of legal entity designed to protect assets, establishes taxation, fundraising and governance. This is designated by the courts--not "government".

    Your pathetic attempts at cognitive resonance only confirm my suspicions that your education is limited to that of the liberal arts category. Why don't you crawl back to your libtard blogspace/basement and leave intelligent debate to those of us who actually work, run companies and produce things?
  • This is not America
    for those who dont know; Fascism - system of government marked by centralization of authority under a dictator, stringent socioeconomic controls, suppression of the opposition through terror and censorship, and typically a policy of belligerent nationalism and racism.

    I think David Bowie said it best with the lyrics:

    A little piece of you
    The little peace in me
    Will die
    For this is not america

    And I believe that means your freedoms and personal liberties will die.
  • Chuckie
    John Adams, Amen brother! Crappyleft, try to stay awake for Macro and Micro next time, kthx.

    Adding more red tape and administrative burden to hard-pressed businesses when unemployment and foreclosures are at an all-time high? Serious people-what planet did this moron come from? People need jobs, not this POS destroying the few that are out there
  • sec
    The SEC is part of the government Neal. You may need to explain to your listeners that it isnt just a NCAA regional conference
  • Shumer's Bill
    I'm not sure his proposal is such a bad thing.

    Consider this: in virtually all cases the CEO is also Chairman of the Board. Virtually all board members are executives of other companies. Can you really see a corporate board severing itself from the corporate executives? Can you see board members allowing shareholders to control "golden parachute" packages? Not when the board members would be susceptible to that very same possibility in their own companies.

    The bottom line is most of the shareholders have very little if any power to affect change in the board of a corporation. The large majority of voting stock is held by the executives and board members via stock options or large institutional investors who would be subject to the same reforms Sen. Shumer is recommending.

    Corporate reform through shareholder revolt? Not in your wildest effing dreams.
  • Don't Go Public
    You know, if I was on the board of a successful public company, and this became law, the first thing that I would recommend to the rest of the board is that we make an effort to de-list, and become a privately owned company. All of these new SEC regulations apply only to public companies (that is, in fact, the nature of the SEC). Go private, and you can pay your employees whatever you want.
  • So Shu Me!
    Yeah, Shummie is lining himself up for the soon to be vacant Speaker of the House job. And boy, does he want to maximize his potential! This man is reputed to be the smartest man in Congress( look it up, that's what he is considered...)and he believes that business is run best when more regulation by government is present. He's wrong. But he believes it. If I were running a large company with international ties, I would either A)sell it to an overseas buyer or B)close the doors before the feds can totally screw things up, which we all know they will do a masterful job of. When and where did Democrats get the idea that career politicians needed to tell MBA's how to run companies? Yes, ethics is important in business but it's soooo hypocritical to have politicians tell anyone how to run anything. Especially when they haven't done it sucessfully before. So keep your schnozz out of business, Shummie! This is America...even the French think we're becoming wusses.
  • Why?
    Why would this be a problem, since corporations owe government their very existence? Remember, incorporation is a process that only government can recognize, and that government can revoke at will.
  • shareholder vote
    Too bad the omnipotent government won't apply some of these guidelines to itself. Maybe, each and every time Congress thinks it should move forward with any new bills it should get the approval of it's shareholders...Us.
  • Where is the authority given to the Federal Govt?
    My question is this, "Where in the US Constitution is the authority given to the Federal Govt to propose, pass and enforce this?
    You're right.. it is not granted in the Constitution. The unfortunate problem is that too many government educated people in this country don't know, don't care about the loss of freedom and loss of limit on control of government power or both.
  • Writing more of these 'Bills of rights' is like counterfeiting currency – it dramatically cheapens the existing Bill of Rights – which is exactly the intention.
    Let's just stick with the Original, that's done a good job so far.
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