Over the last few years, regulators and investors have
demanded greater transparency from U.S. corporations. Now, companies are turning the tables: They want to know the names of their shareholders, and they want the ability to communicate with them directly.
With governance advocates pushing for shareholder democracy through measures like a majority vote standard, the prospect of contentious director elections becomes increasingly likely, and companies complain that the current system for communicating with shareholders puts them at a disadvantage. In 2004, the Business Roundtable asked the Securities and Exchange Commission (SEC) to consider changing the rules that govern how companies communicate with shareholders when shares are held in street name. The National Investor Relations Institute (NIRI), the Securities Transfer Association and the Society of Corporate Secretaries and Governance Professionals have since joined the corporate clamor requesting SEC action. "We're talking about first trying to establish some type of mechanism whereby, going into the proxy season and going into annual meetings, corporations are able to have direct communications with all of their shareholders, without having to go through broker-dealers," says Thomas Lehner, public policy director for the Business Roundtable, a group that represents the CEOs of big U.S. companies. Under the current system, when questions arise about a proposal on a proxy, "companies don't have the ability to put out in a quick way information that shareholders might want," Lehner says.
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