Sunday, August 25, 2002

SEC as Shareholder Enabler

Pardon me if I do not share the enthusiasm of institutional investors over their latest victory in the SEC. On the last day of June, the SEC issued an order approving proposals by the New York Stock Exchange and Nasdaq that would require a shareholder vote to approve all equity compensation plans. Another Enron-era reform, these rules transfer more power over corporate policy from directors to shareholders. As I have written before, this is not a good thing. For the most part, shareholders should elect honest, competent, independent directors, then allow them to govern. But this does not seem to satisfy modern institutional investors. Even in the middle of the boom of the late 1990s, some institutional investors were clamoring for more power. Makes me wonder: are they really interested in improving corporate performance, or do they just want to be at the center of things?