It's Time for a Shareholder Revolution

The tragic story arc of this past year is familiar fare by now. Still, even today, it reads like an overwrought Hollywood movie pitch: It starts on Wall Street with the collapse of the iconic 158-year-old Lehman Brothers. The shock waves reverberate worldwide; banks put their credit lines in a deep freeze; the U.S. government steps in to take over Fannie Mae (NYSE: FNM  ) and Freddie Mac (NYSE: FRE  ) and orchestrate the sales of Bear Stearns to JPMorgan (NYSE: JPM  ) and Merrill Lynch to Bank of America (NYSE: BAC  ) . At unemployment offices, blue-collar workers mingle with Ivy grads who, just weeks before, pulled in six figures annually, not including bonuses. There are trillion-dollar bailouts, political bungles, Vegas retreats for unapologetic execs, and the biggest bankruptcies in American history.

And that's just the opener.

We've been through bad times brought on by corporate misdeeds before. (The Enron and WorldCom scandals are fairly recent history, actually.) Only this time, no one -- not shareholders, not citizens -- was spared.

Cue lawmakers and corporate watchdogs
Financial disasters and reform go hand in hand.

The accounting shenanigans at Enron and WorldCom led to the passage of the Sarbanes-Oxley Act in 2002, legislation which was designed to increase accounting transparency, ensure independent auditing processes, and install harsher penalties for public companies that violated the laws.

This crisis -- call it the Great Recession, the Great Retirement Reset, Apocalypse '08, or whatever moniker you like -- has spilled over even into the general economy, triggering massive unemployment and impacting even strong non-financial companies like Google (Nasdaq: GOOG  ) , Procter & Gamble (NYSE: PG  ) , and Whole Foods (Nasdaq: WFMI  ) . Naturally, the collateral damage has inspired a frenzy of proposed reforms.

The Shareholder Bill of Rights Act is the most prominent, widely publicized proposal on corporate governance to come out of this crisis. It's the kind of sweeping regulatory overhaul that will change how business is conducted at American listed companies.

It's a memo to Wall Street, executives, and corporate boards, informing them that it's no longer business as usual. But what does that mean to us, the very shareholders this bill is designed to protect?

We really can change things -- together
We want to ensure that this is a real shareholder bill of rights -- one written by shareholders for shareholders.

We have a history of making sure individual investors are heard and our rights heeded. It was The Motley Fool community that launched the grassroots campaign that led to the passage in 2000 of the SEC's "Regulation Full Disclosure," which served to provide level access to corporate information for all investors.

We've testified before congressional committees, urging greater transparency in the mutual fund industry and demanding more corporate accountability to shareholders in the aftermath of Enron. We've been asked to advocate on behalf of individual shareholders (that's you, our community) on important topics such as improving financial reporting. And now, we want all of our voices to be heard on this important piece of legislation.

Now, again, we feel it is our duty as individual investors to ensure that the Shareholder Bill of Rights represents our best interests, not those of Wall Street or K Street. And we need your help.

Based on the Fool community's comments, we will compose a Foolish call to action, which we will publicly champion and promote to the officials on the Hill who took an oath to represent our best interests.

This isn't just lip service, either. "We're in this brief moment of time when the average citizen is on a level playing field with the lobbyist," Michael Greenberger, University of Maryland Law School professor and a former director of trading and markets at the Commodity Futures Trading Commission, said to The New York Times. It's our turn to take the field, Fools, and level it once and for all.

How the Shareholder Bill of Rights affects you
We begin by taking a closer look at the major components of the proposed bill. This is your primer on the Shareholder Bill of Rights -- a rundown of each proposal, the pros and cons, and how reform will affect you and your portfolio.

1. Say on pay: Owning shares of a company makes you a minority owner, and that gives you a right to vote. The bill would put executive compensation on the ballot (a rarity among public companies these days). But will your single vote really make a difference? Find out in "Let's Fix Say on Pay."

2. Annual elections of the board of directors: The Shareholder Bill of Rights seeks to give shareholders the opportunity to oust (or reelect) every single board member at the table. If you thought you had that right before when your proxy statement arrived in the mail, you're in for a shock. "Let's Fix Board Elections" reveals Wall Street's dirty little boardroom election secret.

3. Nominations for the board of directors: This is the put-up-or-shut-up provision -- a provision that would allow a shareholder or group of shareholders to actually put competing candidates on the company ballot. It is really the only way that shareholders can ensure that a truly independent candidate -- one not nominated by the CEO or other board members -- gets a seat at the table. Could it end crony-ism once and for all? Find out in "Let's Fix Director Nominations."

4. Split chairman/CEO roles: It's common practice for a company CEO to also be chairman of the board of directors. But common practice does not make something common sense. There may be a downside to prohibiting CEOs from wearing the chairman hat, as you'll see in "Let's Fix Director Independence."

5. Mandated risk committees: Instilling independent directors to oversee each company's risk management practices is a key provision of the Shareholder Bill of Rights. In "Let's Fix Risk Committees," we ask if such committees really can curtail the recklessness of irresponsible companies.

6. Enforcing shareholder rights: Guess who's responsible for working out the details of governance under this plan -- things like deciding which companies will need to establish risk committees? The U.S. Securities and Exchange Commission (SEC). We look at what's already on their plate, and whether they are up for the task, in "Let's Fix the Rules of Enforcement."

What you need to do now
Besides becoming smarter about the proposals that will affect our portfolios, the most important thing you can do is weigh in with your opinion about the current proposal making its way to the president.

Consider this an open call for comments. We want to know what you think about the current proposal and what should (or should not) be included in a Shareholder Bill of Rights that represents your best interests. Post your comments at the bottom of this article (or any other in this series). Cast your vote in our online polls. Or send us an email at ShareholderRights@fool.com.

This is our bill, Fools! This is our opportunity to grab the bullhorn and have our say on pay, executive power, industry oversight, and the future of how all of us will invest. We are the very shareholders this legislation is supposed to protect. We are our own best advocates, and this is our chance to be heard.

Let's all tell Wall Street and Congress what rights we shareholders really need.

Dayana Yochim doesn't own shares of any companies mentioned. Google is a Rule Breakers recommendation. Procter & Gamble is an Income Investor pick. Whole Foods is a Stock Advisor selection. The Motley Fool is investors writing for investors.


Read/Post Comments (140) | Recommend This Article (273)

Comments from our Foolish Readers

Help us keep this a respectfully Foolish area! This is a place for our readers to discuss, debate, and learn more about the Foolish investing topic you read about above. Help us keep it clean and safe. If you believe a comment is abusive or otherwise violates our Fool's Rules, please report it via the Report this Comment Report this Comment icon found on every comment.

  • Report this Comment On October 02, 2009, at 6:46 PM, judydennistoby wrote:

    When I see a senator at a town hall meeting say to an elderly person and I quote "Don't pee on my leg and tell me it's raining", I do believe that our Congress has lost all contact with who voted them in according to our Constitution. I believe that our nation will soon be in ruin if we don't somehow stand up for our rights in all respects including our money; ie., shareholder bill of rights. The arrogance and greed of our government and "too big to fail" corporations has reached epic proportions. I speak from the heart on this topic!

  • Report this Comment On October 02, 2009, at 6:49 PM, foolishafterall wrote:

    After 38 years and 30 assignments in a Fortune 500 Company I've seen it all. This is way over due!

  • Report this Comment On October 02, 2009, at 6:53 PM, architect305 wrote:

    executive bonuses..company posts a loss, No bonuses..period

    executive pay...limited to something like 200 percent of all, non-executive, employees average pay, including the pay of overseas workers..failure to do so means loss of all tax credits and deduction for the year... they do a good job, they deserve a good ( reasonable) bonus...

  • Report this Comment On October 02, 2009, at 7:41 PM, bvdecker wrote:

    I agree with all six of your recommendations plus architect305. Try as I might, there is no one looking out for me and it appears that many who are paid to make decisions regarding money are only looking out for themselves. It is an uphill battle but together let our voices be heard. I would suggest a petition signed by everyone on line (like the one opposing government run healthcare) to congress or to a representative who represents The People to help pass a bill.

  • Report this Comment On October 02, 2009, at 7:50 PM, club55 wrote:

    I don't believe any person is worth the high rates of pay that corperations give people to run companies.

    I refuse to believe that anyone should be payed more than $500,000 for running a company if you or anyone else feels I'm wrong then you should never be allowed to come anywhere near a position of management in any company because you have been educated by the same mental retards that caused this crissis and they all need to be placed in prison and all their assets given back to the people. Anyone not in the top one percent who was in on this will be thrown to the wolves while the rest are protected.

    The people who caused this mess are as guilty as Madohf and should get at least 100 years in prison and all their money should be used to repair the damage they caused not allowed to walk away with a huge bonus for ruining a company.

    If I tryed to ruin the company I worked for I would be fired and would never see a bonus for what I did how can they even think they came close to earning any bonus for what they did and how can Washington even consider not going after them and taking all and I mean every last dime they have and forget jail let them live on the streets like they forced so many families to do just for their greed.

  • Report this Comment On October 02, 2009, at 7:53 PM, allstars wrote:

    Wow,

    What a hard time I had just getting to this window and being allowed to make a comment.

    Can you imagine what kind of a time I would have voting on the people who run the show when I am holding any number of stocks, and buying and selling from time to time.

    As in politics, it's a lot easier to dig into issues and make a determination [ie executive salaries and bonues, etc] than it is to vote for the right person. With these huge companies, there are always several to vote for and of course the company asks you to vote for their choices.

    I am for anything that will give us some kind of a "rights' foothold, so Fools, just keep on keeping on.

  • Report this Comment On October 02, 2009, at 7:56 PM, Harley117 wrote:

    This sounds good but there is one problem and that is institutional ownership. The individual inverstor has very little say matters relating to pay and selection of directors. If large mutual funds continue to vote with management it makes little difference what the individual shareholders want. The shareholder bill of right campain should also include institutional owners listening to their customers.

  • Report this Comment On October 02, 2009, at 8:02 PM, arbargh wrote:

    As we campaign for "rights" ... is there also a movement for shareholder responsibility/accountability .. (just like we are asking for management responsibility/accountability)?

    I shudder at the concept that some of people I read on bullboards could actually influence the direction of a company that I have invested in.

  • Report this Comment On October 02, 2009, at 8:02 PM, MORK000 wrote:

    I BELIEVE THAT EVERY(CEO) OF EVERY COMPANY SHOULD BE INVESTAGATED. ALSO THAT THEIR PAY SHOULD EQUAL ONLY A SMALL PERCENTAGE OF ALL WORKERS IN THAT COMPANY. THER YOU HAVE IT!

  • Report this Comment On October 02, 2009, at 8:04 PM, edwg wrote:

    Bravo to Motley Fool for giving this leadership. The need is obvious and great. Now is the time for us to make our voices heard in order to influence how this legislation is crafted.

  • Report this Comment On October 02, 2009, at 9:02 PM, able101 wrote:

    I applaud the Fools for getting involved in this issue. Something needs to be done. I only wish there were a viable alternative to "govenment" oversight.

  • Report this Comment On October 02, 2009, at 9:06 PM, chukarlady wrote:

    It should be illegal for corporations to spend money lobbying our government. And it should be illegal for corporations to pay the executives tax bills. That way we can deal with excessive pay by taxing some of it away. This is especially important if us small investors still can't get any useful control or power over the companies we own even with a shareholder bill of rights that allows us to vote on pay and directors.

  • Report this Comment On October 02, 2009, at 10:07 PM, Scamspy wrote:

    The Nation conveys excessive freedoms on Companies

    as opposed to individuals, in law. An 'in' group can effectively decide how much of shareholders money they can pay themselves and who they shall allow into the 'group' AND when they perform wrongful acts can hide behind law that allows them to use shareholders money to defend themselves.

    It is necessary for shareholders to have a real voice in limiting Directors' power to reappoint themselves, to pay themselves and to generally use company funds to protect their personal interests at the expense of shareholders.

    Provisions towards these ends should be written into Company law.

  • Report this Comment On October 02, 2009, at 10:12 PM, thunderbob wrote:

    I have been doing my little bit for years now. When I vote my proxy, If a vote is asked concerning executive bonuses, I read enough to determine who will benefit from it. If only executives are included and not EVERYONE in the company, I vote against it. This business about bonuses being needed to keep "top people from going elsewhere" is a bunch of bunk. That's corporate doublespeak for we want more, even if it is unearned! In the past 10 years I have only voted for 3 or 4 compensation packages. Bonuses should be a reward for making the company profitable and everyone in the company is needed for that, not just top management.

  • Report this Comment On October 02, 2009, at 10:30 PM, SilveraAU wrote:

    1] options cannot be granted to any executive at a price below the average market price for a period of 10 trading days. 2] Options can only be granted in a 10 day period after the price of a stock has risen more than 15% from the lowest price of the stock during the year in which the option is granted. Thus the option cannot be given out during the first 6 months of a fiscal year.

    3] Options cannot be exercised until they are at least 2 years old from the date of issue.

    This will make options a long term incentive and never reward a management for tanking a stock and then getting options. I have seen this occur too many times.

    Silvera AU

  • Report this Comment On October 02, 2009, at 10:35 PM, HarryCaraysGhost wrote:

    This may sound wackey, but I'll throw it out there.

    Change the voting system. Each stockholder would get one vote. Thats how we vote for president.

    Why should the MM's who own 200M shares be able to dictate the companys direction, while my vote with 200 shares means nothing.

    Theres probably problems with my proposal, But it just does'nt seem fair that the little guy has no say in the companies they own.

  • Report this Comment On October 02, 2009, at 10:45 PM, JanMShriver wrote:

    I'm with you. Shareholders seem to be the forgotten folk & need to have a much stronger say.

    Jan.

  • Report this Comment On October 02, 2009, at 11:18 PM, Epiphany11 wrote:

    I have been spreading the gospel for years on this issue. Was it Ben Franklin who said that democracy is a way of insuring you get the government you deserve? DEMOCRACY - USE IT OR LOSE IT!. It's so easy these days - join congress.org - you will automatically receive emails regarding major bills...all you have to do, lazy Americans, is put in your zip code and it finds your representatives for you. You can then send them an email...about any issue you want. Not a week goes by that I do not email my legislators. Does it get any easier? Let me remind you that the first bailout failed. WHY? Because enough American citizens were pissed off enough to write and email their legislators. That's the way democracy works. If WE don't contact them - believe me, the lobbyists WILL. You need to keep doing that! Their only motivation is getting re-elected. They need to HEAR from US. Democracy CAN work... if you USE it!!!!! WAKE UP....or you have no right to complain about anything.

  • Report this Comment On October 02, 2009, at 11:33 PM, PsycheDaddy wrote:

    I've got it all wrong. I thought management was part of the stock's valuation. If's its poorly run the market should determine that. Is this socialism in the stock market like what we're going to do to the government.

    Audits are fine but small shareholder control is not adviseable. Risk in business is part of capitalism.

    Past performance is your gauge.

  • Report this Comment On October 02, 2009, at 11:41 PM, PsycheDaddy wrote:

    One more thing, when you bring this socialism into the company to get your transparency. Won't you make management too big like you do the gov't where nothing gets done. Then you get corruption like management paying off big shareholdes for support and crap like that. Let the price of the share determine if their doing anything right. Like competition do it for you. They will be transparent if it affects their stock price. We have rating systems and those guys get money for that. But streamline

    management. It will make more in returns. I think this "Bill of Rights" is like a union. Hampers management.

    MHO

  • Report this Comment On October 02, 2009, at 11:56 PM, chukarlady wrote:

    Corporations aren't something that evolved naturally from the soil. They are legal entities designed by our legal system- the state and federal governments. And I am legally an owner of several corporations. Instead of the system of "take what you get and like it" meaning that if I don't like management or whatever I should just sell my shares and go away, I prefer to petition my government for a change in the system. I consider that a way of letting the markets handle it as it is I and all of the rest of the people in this world who participate in buying and selling shares who are the market.

  • Report this Comment On October 03, 2009, at 12:02 AM, PsycheDaddy wrote:

    You have a choice in each sector, that's what the market is all about.

    We don't have a choice in gov't. We are stuck with this one no matter who's in charge and we can't buy a better gov't. The same goes on in companies that goes on in the gov't. But you can change companies.

  • Report this Comment On October 03, 2009, at 12:17 AM, akkaufman wrote:

    Is block voting illegal under this new Shareholder's Bill of Rights? Was it ever prohibited? If a million small shareholders all agreed through some system or mechanism to block vote one way, what would happen?

    To me this solves your problem without introducing to much new regulation, as long as major issues of substance are getting voted on at these shareholder meetings.

  • Report this Comment On October 03, 2009, at 1:42 AM, newtier1 wrote:

    First thought ... Should the bill of rights also have some stipulation about cross-populating boards with executives from companies who sit on the others' boards? If executives sit on one anothers' boards (or their peer executives in the their company sit on the boards) then as board members they are likely to be more of a rubber stamp to recommendations and pay packages for the executives, as they will expect reciprical consideration from those executives as board members of their own company. Second thought ... wasn't it back in the 80's in the early hay day of the large arbitragers when companies moved from "managing the business" to "managing the stock price"? This leads to short-term decisions at potentially the long-term detriment of the company itself (and therefore to the jobs and profits of the future). I can't help believe this has ultimately been a strong contributing factor to how our economy has gotten into these messes ... rather it is from the overly risky decision-making now taught in financial degree programs, creative investment vehicles, executives taking large large pay/bonuses, and excessive spreads between executive compensation and that of the lowest compensated employees in an organization. (Not to mention providing incentives to executives to give more and more jobs to off-shore workers!)

  • Report this Comment On October 03, 2009, at 6:26 AM, axoschm wrote:

    Keep it simple so for a starter try A. Total of all bonuses paid not to exceed a certain percentage (10% ?) of annual surplus and only to be paid in the following year to staff still on board. B. No stock buy back programs if management has stock options + SilveraAU suggestions on stock options. C Total transparency on director's total remuneration. Details always to be presented at AGM.

  • Report this Comment On October 03, 2009, at 7:36 AM, john795806 wrote:

    Wow--I have to say, Motley Fool, that this is an uphill battle. I'm not sure that giving shareholders more rights is going to solve anything. I'm a shareholder in a lot of companies--but do I know a single board member, or a single pay package of any exec in any one of them? No, I don't. And personally, I don't feel qualified to make those decisions. For some execs, there may be a good reason for a performance-based compensation.

    I'm a busy dude. It takes enough of my precious free time just to decide what stocks to buy and when to sell. I don't intend on spending more time trying to understand pay packages, which board members best serve the company's interests, etc. Now, maybe if I owned a 30% stake in a company, I'd be more interested. But I don't; and I'm not.

  • Report this Comment On October 03, 2009, at 8:06 AM, pacella wrote:

    I get so tired of hearing people decribe democracy as socialisim. A democracy is where we elect people to make important decisions for us. If they don't do a good job we vote them out. If they do something very bad or even criminal we can impeach them. Why not run corporations the same way. We should be able to have control, we're the owners.Some seem to want a society where everyone can do as he or she wants without government interference. Buy a gun and move to Pakistan or Afganistan, that's the way they do it.

    people describe

  • Report this Comment On October 03, 2009, at 9:01 AM, WBROWDER wrote:

    Many of our largest corporations officers (and I believe all of our government elected officials) do not believe or understand that financial responsibility such be their primary responsibility. I have no problem with officers being paid well for a good performance, but if a corporation or government does not perform up to expectation, the officers such be accountable; never a bonus without merit.

  • Report this Comment On October 03, 2009, at 9:14 AM, swiver wrote:

    Limit bonuses to 10% of salary. (I never got one more than that!)

    Break the insurance company-lawyer-doctor triangle by nationalizing it.

    Tax companies who deliberately send work abroad (I recently talked to a guy in India about a printer part I needed, who then had it sent to me from an office here in Houston).

    Stop board-room cronyism.

    Train auditors (the one's I have seen were BBAs fresh out of college).

  • Report this Comment On October 03, 2009, at 10:42 AM, Gardnermiles wrote:

    If these big wigs would only practice a little of do unto others as you would have them do unto you ; then the shareholders would receive more for their investments and better portfolios. They are a very selfish arrogant and highly overpaid group of individuals. When the American pay standards are decided these overpaid individuals make it appear that America has high pay standards. But they guy at 38,000 and the millionaires set the gross pay standards for American averages. No executives are worth the amount of pays they receive. The pay gap is so huge those down in the hole will never rise.

  • Report this Comment On October 03, 2009, at 10:53 AM, kathylevine wrote:

    I agree pay should be based on Merit,no dividands, no profit,--- no bonus. The base salary of any excutive should not be more than the President of the United States.

    Voting for the board and compensation makes sense for a public company.

  • Report this Comment On October 03, 2009, at 11:02 AM, Redcartfool wrote:

    It is time for the investing community to realize that the interests of the investor are not the interests of Corporate Management. But congress will respond to these guys unless investors stand up. I like the recommended rules and would like the Fool's leadership to bring these to congress.

    Bonuses in common stock that are frozen for 5 years. Let them focus on the long term health of the corporation and not their short term bonus.

  • Report this Comment On October 03, 2009, at 12:03 PM, jrj90620 wrote:

    How about some say about options granted to management.A lot of these guys get tons of options that they convert to stock and sell.Really great for them but dilutes our ownership in the company.

  • Report this Comment On October 03, 2009, at 1:09 PM, blkbrd101 wrote:

    I agree with most of the comments here. Company bosses forget that the Company would not get where it is without the whole (sometimes poorly paid) workforce. When it comes to bonuses I think architect305 is overly generous. Fine, if everyone from the top down gets the same percentage. Go FOOL. Get this Bill of Rights up and running.

    blkbrd101

  • Report this Comment On October 03, 2009, at 1:32 PM, ilovesumm wrote:

    Bring it on . How come we own something but have no rights ? Seems like a cruel joke.

  • Report this Comment On October 03, 2009, at 1:40 PM, wiseclack wrote:

    Hooray for the proposed Bill of Rights. You have my whole hearted support!

    wiseclack

  • Report this Comment On October 03, 2009, at 1:48 PM, peepicker2000 wrote:

    I could'nt agree with you more. I do not have the knowledge to give you constructive advise. We count on your expertise.---Harold Huber

  • Report this Comment On October 03, 2009, at 3:31 PM, jpsauvage wrote:

    Beginning in the 1970s, the time-value-of-money concept was rapidly subverted, perverted, and inverted into an exclusionary focus on the short-term, better known as “take the money and run”. This policy has engendered a four-tier hierarchy consisting of perpetrators, facilitators, enforcers, and victims. In a very short period, this corrupted system has resulted in the greatest transfer of wealth in the history of the world and has effectively destroyed the American middle class (the victims).

    Painful personal experience and the recent recession has confirmed beyond any doubt that US corporate executives and their loyal highly-compensated subordinates (wannabes) would gleefully take my last dollar by selling a product or service that could beggar, cripple, or kill me. To the corporate mind, I am no more that a domestic animal genetically manipulated via saturation advertising to be an obedient source of income. When things go wrong, I am relegated to being just another unfortunate statistic and an acceptable cost of doing business.

    Corporate America now operates under these rules:

    • USE THE CORPORATE SHIELD: A corporation is a magnificent vehicle to escape liability, to stealthily accumulate obscene personal wealth at the expense of shareholders, customers, and taxpayers, and also to acquire a golden parachute to cover the open end of the bet.

    • TAKE THE MONEY AND RUN: Tomorrow will be someone else’s problem, so enrich yourself first and let the shareholders and the public have what’s left in that inviolate order. You have a golden parachute, remember?

    • SELL IT NOW: If you have a product, get it on the market as soon as possible because you can make billions while your customers finish testing and de-bugging it for you.

    • CONSIDER SMOKE-AND-MIRRORS: Remember that you can make more money with less effort in less time by manipulating the system as opposed to flogging a product. If the regulators cannot understand your concept, their massive egos will not permit them to format regulations that they may be forced to explain.

    • SELF-REGULATE: Remember that you deserve anything you can get and you are entitled to make up your own rules as you go along. La Mordida American-style (check out http://www.opensecrets.org/index.php) will induce the politicians to agree that self-regulation is a fundamental right under capitalism.

    • CRONYISM IS GOOD: Rest assured that the endemic cronyism between you and the regulators will minimize the already token regulatory burden. In addition, you sit on my board and I’ll sit on yours and we can ratchet up our compensation packages to astronomical levels by referring to “being competitive”.

    • DENY: Untold billions can be made before you will be forced to admit there might be a problem.

    • DELAY: More billions can be made while stalling court appearances.

    • DEFEND: Corporate legal resources are always greater than any individual’s and litigants will weary of the fight, run out of money, or die if the process is drawn out long enough. Meanwhile, more billions can be made and the eventual settlements are usually negotiated down to an acceptable cost-of-doing business.

    I have never had much faith that my government could do anything efficiently and, until recently, I was foolishly satisfied to have the government act in a regulatory capacity. Due to the all-pervasive deregulation that has taken place over the past 30 years, I find that I can no longer depend on my government for protection and/or redress because it is owned by special interests (predominantly corporate) and favors self-regulation above all else. I now distrust corporate America more than I distrust my government and I cling to a miniscule shred of hope that government of the people, by the people, for the people has not perished from the earth. The alternative is to let the vigilantes ride and I’m beginning to think that this is the ONLY viable alternative. And to think I was a registered Republican for years until I realized that the “Contract With America” was no more than smoke, fire, and Jell-o promulgated by a bunch of smooth-talking pathological liars in three-piece suits!

    I came to this last election with 60+ years of cynicism and, for a change, a miniscule spark of hope. Post-election, I saw more of the same: unpunished domestic terrorists, special interest-driven pork-riddled legislation, and the continuing gang-rape of the American citizen/consumer/taxpayer. Please join me in Voting Against The Incumbents, regardless of race, color, creed, gender, or political perversion. VENI, VIDI, VATI - Viva NOTA!!!

  • Report this Comment On October 03, 2009, at 4:08 PM, livedlong wrote:

    most of the comments above have nothng to do ith shareholders' rights, but reflect pure jelousy towards taxpayers=high income individuals.

    the article itself is missing something: it was the government that took shareholders' money: the media called it a bail-out, but the reality was the government took private property without compensation.

  • Report this Comment On October 03, 2009, at 4:11 PM, jackinverstor wrote:

    Funds should not be able to vote the shares for fund holders. Too many cronies.

  • Report this Comment On October 03, 2009, at 5:58 PM, winmar1 wrote:

    The best comments I have read so far, I totally agree with. NO PROFIT, NO BONUS! NO PAY OVER $500,000 PER YEAR and most important WRITE YOUR CONGRESS PERSON.

  • Report this Comment On October 03, 2009, at 8:17 PM, dolmatov wrote:

    read on Goarticles"Just capitalism" by Michael Zilbering

  • Report this Comment On October 03, 2009, at 8:22 PM, dolmatov wrote:

    read on Goarticles.com"Just capitalism" by Michael Zilbering

  • Report this Comment On October 03, 2009, at 9:51 PM, lmaher22 wrote:

    If you really want to change things, start a site where we can pool our proxy votes and then vote on the candidate we see fit. Let the cand. post resumes and bid on the job. Enough of this under- the- table interlocking directors! Lets get some real voting power by the people not the super rich.

  • Report this Comment On October 03, 2009, at 10:17 PM, peters46 wrote:

    jackinvestor

    I like that idea - not let funds vote for shareholders. They will and do vote against shareholders all the time, because they want to get (have hopes of getting) on boards of directors and don't want to spoil potential bonuses down the road.

    jpsauvage

    I agree with most of what you say, except I am slowly coming around to the conclusion the government equals corporate America. And on most settlements, 90% goes to the lawyers.

    Influence how this legislation is crafted? I really wish we could.

  • Report this Comment On October 04, 2009, at 12:34 AM, artpreble wrote:

    This is way overdue. When I receive the "invitation" to vote on board members or director nominations I am never sure how to vote. I now feel that there are so many greedy persons out there that I will always vote against any such nomination.

    Regarding pay, bonuses and other issues I think there should be transparency and we should definitely have a say.

  • Report this Comment On October 04, 2009, at 1:24 AM, Boz5956242011 wrote:

    Some form of constraint on compensation is needed for top people. Salaries and benefits of workers are nearly always negotiated to the lowest common value, while CEO salaries are negotiated to higher and higher values.

    One idea is to tie executive salaries (meaning total compensation) to those of their lowest paid employees in their enterprise, but I like the lowest paid employees in their supply chain as a better value. Let them have 200 times the lowest paid employee in their supply chain. Then there would be an incentive to raise the lowest salary, but the gap would be kept reasonable. This amount would be an upper limit. If they need to reduce costs, the first actions would be to reduce their own pay at least 50% before they could start laying people off. And absolutely no bonus while company is either loosing money or contracting to keep profitable.

  • Report this Comment On October 04, 2009, at 8:03 AM, redleg01 wrote:

    Great ideaI I agree with a lot of these issues, although I will submit that shareholder rights can be a dangerous thing to a group of shareholders who don't know the issues. I always read the proxy statements before I vote, but I can't honestly say that I fully understand all of the issues and their 2nd/3rd order effects prior to voting. What about share holders who don't take the time to do the research? We are all busy and this is just one more rock in the rucksack.

    I also feel that we need to be careful about what we invite the government to do for us. I don't feel that most of our legislators understand the 1st, let alone the 2nd or 3rd order effects of the legislation they pass.

    To quote Uncle Ben Parker, "With great power comes great responsibility." Are we all ready for that responsibility?

  • Report this Comment On October 04, 2009, at 1:09 PM, dnjjperson wrote:

    Your suggestions are spot on. Since Cain slew Abel there have always been the paranoid and fearful who have opposed every attempt, from anti-slavery to child labor laws to social security, to medicare, to make the world, and our country, a more civilized place. It is painfully obvious why rules such as yours are required. Thank you for the article.

  • Report this Comment On October 04, 2009, at 9:39 PM, dslocum wrote:

    One absolute 'must' if we are ever to change the way business is done in this country - whether it's how the business itself is run, or how it's shareholders and the public percieve business - is that we need to insist on a change in the way business ethics are taught in our colleges and universities. Another was briefly alluded to in the comments, above, but needs to be stressed further: That is we need to end this fixation on the quarterly bottom line (both by business people, and by shareholders) and begin to look at how we can restore American preeminince in businesses of all types long-term. It's one part of how the Japanese beat us to death in the auto and electronics industries in decades past and, I believe, it has to be a part of any future solution that hopes to restore our economy.

  • Report this Comment On October 05, 2009, at 12:50 AM, cmbourne wrote:

    what would norman borlaug do?

  • Report this Comment On October 05, 2009, at 9:51 AM, chablew wrote:

    I agree with these important suggestions regarding Stockholder Rights. However, I also acknowlege the ignorance and greed that drives far too many Stockholders. It is sad and appalling that so many Stockholders are nothing more than 'traders' and 'gamblers' who play the market just like they play the casinos - poorly. We need stronger Stockholder Rights and we need more mature, long-term Stockholders.

  • Report this Comment On October 05, 2009, at 10:13 AM, JillRondeau wrote:

    As long as the corporate criminals are only rarely, if ever, prosecuted (as one poster put it, "hiding behind the corporate shield") why go to the trouble of putting together a Bill of Rights ? There doesn't appear to be any accountability in even what regulations occur currently. How about beefing up the penalties ? f.g. Mandatory 25 years for cooking the books ? NO plea bargins EVER. If their actions cause the value of the company to be intentionally misrepresented, they go to prison. No Community service, no outs. And they must re-pay actual damages.

  • Report this Comment On October 05, 2009, at 3:36 PM, nrlbuild wrote:

    Good job guys. I agree with 5 of the proposals, but the risk committee deal would have to be made more clear.

    Ultimately, all new rules and regulations will be twisted and exploited as far as possible to promote financial gain for those who can figure out how to do so.

    Still, we must always endeavor to improve the system.

  • Report this Comment On October 05, 2009, at 3:54 PM, cottonthecandy wrote:

    I don't know if this has already been said, but a big problem is that CEOs have such a large proportion of shares. Thus, they can basically control the direction of shareholder votes. We need to do something, such as make sure CEOs are only paid with nonvoting shares. It makes nos ense to give CEOs so much power over their own compensation, for instance.

  • Report this Comment On October 05, 2009, at 10:14 PM, cecil82916 wrote:

    I have voted against the re-election of board members many times at companies where I felt they were not doing the job they were elected to do. Mostly it was my own way of rebeling because I figured my voting shares were not enough to matter. Now I know why it didn't matter! We need a Shareholders Bill of Rights NOW!

  • Report this Comment On October 06, 2009, at 3:01 AM, ironyworks wrote:

    Why fool around? ( sorry);

    Let's enact a Maximum Wage!

    Grin....IW

  • Report this Comment On October 06, 2009, at 11:59 AM, hacanada wrote:

    Thanks for taking this initiative on behalf of all of us, MF!

    My hope is that this shareholders rights movement also has its effect on corporate Canada, which has tended to follow the same patterns of behavior as their US counterparts -- or parent companies.

    Go for it!!!

  • Report this Comment On October 06, 2009, at 3:38 PM, Go4Long wrote:

    Some additional recommendations:

    If there are layoffs, no bonuses for any executive for two years after the layoff and any bonus that had been paid within a year of the layoff must be re-paid.

    No golden parachutes/big severance packages for executives, especially after poor peformance (the extreme was Nardelli who got $210 million from Home Depot after being fired for doing a bad job).

  • Report this Comment On October 06, 2009, at 6:18 PM, NotJesseL wrote:

    1.) What is your call to action here? What do we do if we agree? I certainly agree with the article.

    I would add a "Corporate Death Penalty". If a company was guilty of doing something egregious enough, determined in a criminal court of law, the government could liquidate it or nationalize it. This would make stockholders think twice what they invest in. Why can people be executed but corporations can't? I don't mean the employees or officers unless they were guilty of capital crimes, but these big piles of assets have a life of their own.

  • Report this Comment On October 06, 2009, at 11:11 PM, rascal60 wrote:

    I can pull 100 people out of B School, pay them $250K a year and get the same results these criminals produce for $100 Million. Enough is enough. Talk is cheap. Hold your elected officials accountable. Then watch things change. Remove EVERY incumbent at EVERY level. They will take care of the fat cats of Wall Street soon after.

  • Report this Comment On October 07, 2009, at 1:10 PM, MaxPower13 wrote:

    Why do you Fools always bash SIRI? Disclose your short interests! It will clearly be over $1/share in less than 1000 hours. Oh, sorry, wrong article. =8^)

    Seriously, great idea. Some of these things are long overdue.

  • Report this Comment On October 07, 2009, at 7:29 PM, rrydberg wrote:

    6 feet of rope and the closest lamppost will be understood by any number of executives and politicians far better and clearer than any Shareholder Bill of Right.

    Not only they must be held responsible, they must have a clear understanding of the consequences....

  • Report this Comment On October 07, 2009, at 11:07 PM, PaulSlovak wrote:

    Regarding Judydennistoby's comment about "too big to fail". Whatever happened to the idea of eliminating monopolies??? I can not recall the last time I heard of a merger or buy-out that was stopped because of the potential of monopolizing a market. If this was used more many of these "too big to fail" companies would not exist.

  • Report this Comment On October 08, 2009, at 12:59 PM, sbhesc5 wrote:

    Board of Directors need to be elected by a 2/3 majority. There should be more candidates than positions available.

    One or two Board of Director positions should be from the small shareholders less than 500 shares held. I personally think I know more about some companies than one of a CEO's cronies. We would be more apt to ask questions. Obviously this needs more refining. You should have to have some qualifications to run for a position like this. But there are many intelligent smart shareholders who could qualify.

    Board of Director positions should not get paid more than the lowest paid employee's annual salary.

    Eliminate payments to PACs or lobbyists.

  • Report this Comment On October 09, 2009, at 1:42 PM, JimmyZangwow wrote:

    There are too many completely (or partially) amoral people in the world of corporate leadership for this to make a difference- corruption is accepted and is winked at. Shame for a job poorly done is not the powerful motivator for improvement that it once was. A peaceful demonstration of the power of shareholder numbers will not affect these types of personalities.

    If the judicial system would really punish them (choosing from stripped assets, bar from working in the trade ever again, locks, stocks, or the pillory) for their betrayals of shareholders and the country they profit from living in, the shareholders would be able to start trusting American financial enterprises once more. Amoral and sociopathic individuals are not stupid- they have identified the shareholders as an easily exploitable group of people, and there is no downside to doing it- we reward them with bailouts for incompetence and corruption!

  • Report this Comment On October 09, 2009, at 1:49 PM, KCN007 wrote:

    I'm all for it! This is long overdue and is the right thingt o do not just for individual shareholders, but for everyone who participates in the market indirectly via mutual fund holdings, pension plans, and so forth. It's good for the economy as well as for individual shareholders. Let's do it!

  • Report this Comment On October 09, 2009, at 1:50 PM, dcstrade wrote:

    Shareholders' biggest losses occur as a result of government bailouts of incompetent businesses. Obviously the bailed out businesses, and possibly some shareholders make out in the short run, but this wealth is, through taxes or inflation, taken away from consumers that could be allocating it towards more effective businesses. Nothing needs reform more than this backwards policy of government-backed private industry.

  • Report this Comment On October 09, 2009, at 1:52 PM, ctorre wrote:

    Enforce and strengthen fuduciary responsibilities of corporate officers and directors.

  • Report this Comment On October 09, 2009, at 1:56 PM, corpgov wrote:

    I provided extensive comments on proxy access in a 69 page letter to the SEC from the United States Proxy Exchange (USPX), endorsed by members of the Investor Suffrage Movement, Glyn Holton, Robert Monks, John Harrington and John Chevedden. Our common sense approach outlines more democratic options, which include:

    Mandating a federal standard that take precedence over state laws.

    Placing all bona fide candidates on a single management distributed proxy card.

    Not encouraging a system where corporations are willing to reimburse expenses shareowners incur in conducting a proxy contest, since this will only escalate costs paid by shareowners.

    Don't place an overt limit the number of candidates shareowners are able to nominate. If limits are need to keep the pool manageable:

    * limit individuals to five for-profit corporate boards

    charge a modest fee

    * require a system of endorsements

    require all candidates to file pre and post election estimates and accounting of all campaign expenditures

    Reduce the focus on control by establishing a system that will encourage diversity. "Corporate democracy will allow shareowners to take 'control' away from an entrenched board and not give it to any one faction."

    Eliminate the arbitrary and elitist proposed thresholds, opting instead for the time-tested $2,000 of stock held for a year. "The challenge should reside in winning the election, not in making the nomination."

    Increase candidate statements to 750 words and specified space for graphics that can address any issue related to the election, including short-comings of the current board.

    Measures to ensure board members nominated by shareowners are not marginalized.

    Implementation of a broad safe harbor for individual director communications with shareowners.

  • Report this Comment On October 09, 2009, at 1:57 PM, paulpolly1 wrote:

    I am totally in favor of these shareholder bill of rights, and also in favor of TERM LIMITS for senators and representatives.

  • Report this Comment On October 09, 2009, at 1:59 PM, reallymad wrote:

    Why not recognize the root cause of the housing crash and sub prime mortgage disaster. The government starting with Clinton & Andrew Cuomo through to Barney Frank and Chris Dodd forced the CRA audits which threatened banks if they didn't give mortgages to those who could not afford them. With Fannie & Freddie buying any kind of mortgage packages the industry felt safe to go gangbusters. Bush tried to warn about the problem but did nothing really to force change. ( The Village Voice, hardly a conservative publication, had a scathing article about the Democrats malfeasance). They set the table for greed!

  • Report this Comment On October 09, 2009, at 2:00 PM, grandpalo wrote:

    More transparency on lobbyists is needed.

    Board members and Officers should give notice as to all contacts made by Lobbyists and general nature of any discussions, Identifying the Lobbyists by name.

  • Report this Comment On October 09, 2009, at 2:06 PM, mjtri wrote:

    The proposals are excellent. Shareholders need a say on pay. I don't mind if a CEO makes a lot of money when they do a great job, but often they reward themselves no matter what. If a stock goes up 20%, its revenue go up 15%, the Board almost automatically throws extra bonuses at the top management even though its competitors' stock may have gone up by more and its competitors' revenue may also have gone up by more. They find any excuse to reward themselves, whether or not they do a good job.

    We also really need to be able to elect independent directors. The Republicans did a nice job in 2002. Let's see if the Democrats can further make some big changes.

  • Report this Comment On October 09, 2009, at 2:12 PM, pmboisvert wrote:

    The root of excessive executive compensation is greed, pure & simple. It is abetted by the disconnect between shareholder ownership, corporate governance. Who actually owns the company? By my lights that should be the shareholders.

    A shareholder should be entitled to a fair share of a company's profits IN REAL TERMS and Not dependent on merely stock appreciation. If company's management was required to return more of profits directly to shareholders there would be less opportunity to reward themselves or waste the profit on corporate boondoggles.

  • Report this Comment On October 09, 2009, at 2:14 PM, silverbare wrote:

    I totally agree with the proposal. Yes, both business and gov't have dirty hands here, but to hear big business, they seem to be saying, "I couldn't help myself...SEC please stop me before GREED completely takes me over and I kill the market again."

    Smart, simple, clear regulatory overhaul is absolutely required. I also agree with Architect305 on CEO compensation. With the average worker bee's wages being stagnant for the last 20 years, where the hell has all the great business profits gone...executive compensation. Maybe they should spread it around to the worker bees, or raise their dividends, or help with healthcare costs.

    Let's do it!

  • Report this Comment On October 09, 2009, at 2:22 PM, Foolishboomer wrote:

    Many great suggestions. Unfortunately, no matter what rules or laws are made, they mean nothing unless enforced. There is corruption at all levels - all the way to the top of our government. Pay attention. We are experiencing a coup in this country and it will be difficult to preserve life as we know it unless we take back our country. Demand that our elected officials uphold the constitution, and fire the officials who don't on election day. Only then will a consumers' Bill of Rights stand a chance.

  • Report this Comment On October 09, 2009, at 2:27 PM, Lawaczeck wrote:

    I would recommend that every publicly traded company be obliged to publish annually on a publicly maintained and freely accessible website the total compensation (including bonuses and fringe benefits) of each member of its management team (including the board of directors) the percentage ownership in the company and what percentage of profit the compensation package amounts to. I believe this would make superfluous many detailed rules.

    Elmar Lawaczeck

  • Report this Comment On October 09, 2009, at 2:34 PM, billieisland wrote:

    In upcoming electons I'm not voting for any incumbent or anyone else who has held a political job.

  • Report this Comment On October 09, 2009, at 2:51 PM, superpoorteacher wrote:

    Amen, alleluia!!! Formalize this thing, find a representative to propose it as legislation and let us know when this happens. When it does we create a grass roots movement to get it passed!! Use twitter, and facebook, blogs etc. Create the kind of uproar that elected our last president. This is the kind of thing that you can find support for whether your on the left or the right. Lets get this done!!!

  • Report this Comment On October 09, 2009, at 3:02 PM, lak7309 wrote:

    If you really want to empower shareholders of publicly held companies, simply do not allow management to be on the board of directors at all. That way, the CEO reports to the board, and does not have a vote to approve his or her own plans, an obvious conflict of interest.

  • Report this Comment On October 09, 2009, at 3:11 PM, lmagden wrote:

    Long overdue, I support this effort 100%. Unfortunately the people that benefited from the lack of regulation and stockholder control will hire lobbyists and contribute to congress members that vote to keep things as they are.

    I'm not sure we can change things without doing the same.

  • Report this Comment On October 09, 2009, at 3:34 PM, fusion100 wrote:

    I'm all for shareholder rights. I must ask, however, where the Fool was when many of us were BEGGING them to discuss naked short selling and the terrible impact on shareholders and public companies.

    Now Matt Taibbi is covering this in Rolling stone about how Bear and Lehman, while leveraged, and not without problems, were pushed over the edge by naked shorting.

    I think the Fool owes its readers a thorough explanation and should take a leadership role in pressuring Washington to put and end to the loopholes and non-enforcement that have aided and abetted this fraud

  • Report this Comment On October 09, 2009, at 4:09 PM, JohnLynn5 wrote:

    Recently read a list of the top 10 CEO's salaries.

    The lowest was $35M. There were 2 above $100M. There is no one in the world who is worth that much money. Just proves the good ol boy network is alive and well.

  • Report this Comment On October 09, 2009, at 4:17 PM, rocka4a wrote:

    Voting on executive compensation and the time a member can serve on the board is important for shareholders. Shareholders need to control how much compensation is granted based upon company performance and not let one or two executives rip all the profits out of the organization so long term the organization will struggle or fold.

  • Report this Comment On October 09, 2009, at 4:22 PM, rolman80 wrote:

    It’s about time that we, the average hard working investing for retirement American has some rights.

    My wife was a 14 year Enron employee that lost most of her retirement in the companies collapse and ever since then we have been suspicious of the market in general. Because of that I slowly began cashing out of stocks and mutual funds going into money market and the like. Friends thought I was crazy to have 60 percent of my portfolio in cash. But my suspicions were confirmed in 2008 when the roaches started coming out of the woodwork.

    I for one WILL NOT invest a single penny into any stock whatsoever until there are significant restrictions and changes levied on the financial system. I will live with single digit returns on my precious nest egg before I trust another corporate entity.

    It really makes me sick to see how completely out of control our financial system got and how our government let it happen. And I am appalled at the kind of annual compensation wall streeters get. Sure you deserve great pay for being a professional but it’s gotten out of hand a long time ago. Why should some CEOs get paid many times what a surgeon gets paid?

    I work hard for my pay, every day, and here is some disgusting greedy pig, making more money in six months than I will in my entire lifetime.

    I hope this plan for shareholders rights pan out, because if it doesn’t I believe the average American that makes this country what it is, will stay out of stocks permanently. We need to get back to our common sense, honesty, and values, that is what made this country great, as a society we seem to have lost that.

    Lastly, I am all for prosecution. I firmly believe there are a few off these swindling low life money mongers that should spend the rest of there natural life in prison. Let’s set an example, let it be known the middle class won’t take this anymore. The unlimited GREED has to stop!

  • Report this Comment On October 09, 2009, at 4:24 PM, csaddison1937 wrote:

    A agree something must be done. We now have no say about anything. All they care about is empire building on our money. I support Fools proposals 100% and want to add my voice and any inlfuence I may have. thanks for your efforts

  • Report this Comment On October 09, 2009, at 4:54 PM, CaptainSatch wrote:

    This "Shareholder Rights" legislation is long overdue. As a USMC Vietnam veteran I risked everything for what I believed to be honest and true when my country needed help. Now when the average citizen of this country needs help, where are the representatives (that we "the people" put in office)? I've become ashamed of how they have disgraced themselves, our country by ignoreing the needs of the people and catered to big business and the dispicable corporate executives that have lied and cheated investors from savings they may never be able to recoup. Those elected representatives that have turned a blind eye and deaf ear to their constituents and condoned corporate corruption to preserve their PAC monies, along with those corporate executives who have abused their shareholder entrusted fiduciary responsibility should have a "blanket party" held for each of them. For clarification, ask anyone in the Corps what a blanket party is!!!

  • Report this Comment On October 09, 2009, at 4:56 PM, MikeBTP wrote:

    I agree with all of this but as long as you're at it, even though this has nothing to do with Wall Street (but a little with shareholders), we also need to vote to set term limits for our Senators and Reps. The longer they're in office, the more cozy they get with, lobbyists, corporate leaders, and bankers and the less likely they are to look out for the regular citizen.

    I'm sure that when a first-timer gets started he/she has the best intentions but then they start hanging with the old-timers that "teach" them how to get around honesty and ethics so that they start listening more and more to the "needs" if these overpaid executives and less to the needs of us.

    As long as we're starting a revolution, let's go all the way.

  • Report this Comment On October 09, 2009, at 5:08 PM, edmangan wrote:

    I agree!! It sounds difficuilt but we will never know if we don't get started. Take the lead and lets go!!

  • Report this Comment On October 09, 2009, at 5:39 PM, 2old2bfooled wrote:

    Walmart will be gone before the fat CEO's that make millions for handling somebody else hard earned money ,are brought under control, neither will happen in our lifetimes. There is not a man alive that 'deserves' a million dollars for handling the mass' money that could be easily be lost while trying to make a reasonable return while taking all the risk.

    The administrative and CEO bunch are out of control and they really believe they deserve all the credit, just like a well compensated school superintendent draws the big bucks but the teachers draw much less for doing the real job, teaching. They've been fooling too long for it to change now.

  • Report this Comment On October 09, 2009, at 5:43 PM, AntiguaGuatemal wrote:

    Thank you for initiating this. I am in full agreement with all six items, but wonder if ther does not need to be more about penalties for noncompliance. Some comments:;

    Even if a company has a net loss there may be individuals who deserve and should receive a bonus.

    Golden parachutes and employment contracts should be amont those things requiring stockholder approval.

    The contract can be signed subject to such approval.

    Companies should not be permitted to pay taxes on pay or bonuses.

    Information on pay and on board members is included in every proxy statement. When you vote your proxy you have (and with this Bill of Rights will have) all the information you need. If you are too lazy to read it and to file your proxy, please don't complain.

    Those who say this is not necessary because the market will punish management have obviously not paid attention to all those companies who have stripped out assets via bonuses even while the company is losing money and the stock is dropping.

  • Report this Comment On October 09, 2009, at 6:10 PM, mugwumper wrote:

    The six suggestions are good ones, but the operant word here is 'public.' If a company is privately held, I do not care what its CEO or Chairman earns, but if it is public, then different rules should apply. There should be a cap on earnings and bonuses. Much money that rightfully belongs to the shareholders is being skimmed away at the top. Those at the top do it because they can. All manner of investors from single to institutional hedge a great deal of money in mutual funds and most of us have no idea that we are in fact a shareholder in this or that company. The result is that these insulated governing boards can pat each others' backs as they well please.

    If they sell shares to the public in order to use public monies, then there should be set rules of responsibility that the public can buy into. One thing I was taught in the MBA program was to always hedge my entrepreneur efforts by using other peoples money. Fine, but if the risk is there for the public or private investor, then the reward should also follow for those investors.

    Public is public. If you want to keep all the goodies, look for private investors. At least they will know when you are grabbing the cream off the top.

  • Report this Comment On October 09, 2009, at 6:45 PM, oledoc1 wrote:

    I agree there should be a strong Shareholders Bill of Rights and the six items mentioned in this "FOOL" article is a good starting point. The present corporate mess allows the Chairman/CEO of company A to get the Chairman/CEO from company B on the company A board, and the Chairman/CEO of company B to get the Chairman/CEO from company A on the company B board. They each scratch the others back with excessive salaries, options and bonuses while they run the companies into or to the verge of bankruptcy. We shareholders have no real voice in the companies in which we own stock today. The only way to correct this mess is with a strong Shareholders Bill of Rights.

  • Report this Comment On October 09, 2009, at 7:36 PM, ldg12345 wrote:

    I think proxy votes should only be counted when voted, not counted as voting with management when not voted.

  • Report this Comment On October 09, 2009, at 8:04 PM, drborst wrote:

    It sounds good, but I wory about the unintended consequences.

    Wasn't forcing companies to report their CEO pay also supposed to help shareholders, when instead it made CEOs look at their peer pay and demand to be compensated a little above average, which likely contributed to the escalation of their pay to unreasonable levels.

  • Report this Comment On October 09, 2009, at 8:23 PM, jim9100 wrote:

    To those who say that shareholders should just sell their shares of a sinking, mismanaged company instead of trying to vote out the incompetent executives: remember that there are other stakeholders involved than the shareholders. What about all those rank-and-file, non-executive employees who will find themselves out of work due to no fault of their own?

    As has been stated here repeatedly, the problem with executives these days is that they are more interested in protecting their own interests than the interests of the stakeholders (shareholders included). If all we do as shareholders is look out for our own self interests by selling our shares and going elsewhere while leaving the ship to sink (taking those rank-and-file employees down with it), then we are no better than the executives we are condemning.

  • Report this Comment On October 09, 2009, at 8:28 PM, setexfisher wrote:

    I think the SBR should include some shareholder protection under the bankruptcy laws. I think it was disgraceful when GM went under and reorganized with the US government and the Auto Workers as owners. Under our present bankruptcy law I thought it was illegal to show preferential treatment to creditors. How did the stock holders (owner or the company) end up with nothing.

  • Report this Comment On October 09, 2009, at 8:57 PM, TzS2 wrote:

    Go for it!!

    Need to INCLUDE GOVERNMENT ACCOUNTABILITY!! RIGHT NOW THERE IS NON!!

    Fannie Mae and Freddie Mac oversight committees run by our government IGNORED everything. THE SEC IGNORED everything. Those on these boards, need to be brought to trial.

  • Report this Comment On October 09, 2009, at 9:21 PM, mooiweer1 wrote:

    I totally agree with your proposals, but how do we turn them into policy?

    A suggestion: why don't we change "shareholders" into "shareowners" in order to focus on the private invstigators (I have some doubts about the role of institutional investors).

  • Report this Comment On October 09, 2009, at 9:34 PM, MooseMaster wrote:

    Is it unrealistic to completely divorce lobbying from congressional employment - ever and completely?

  • Report this Comment On October 09, 2009, at 9:52 PM, citrusroots wrote:

    I feel strongly that annual salaries should be limited to a maximum of $500,000.

    Each director should be a shareholder of $100,000.or more [directly purchased/ not earned from attending meetings]. There is an old saying, "were your money is...so is your heart". Not one reasonable person can dispute this statement! I will not vote for a director who has less than this amount.

    I am not infavor of having representation by small shareholders. The above limit is a small stakeholder.

    Bonus options should be granted on achieving goals set for a three year duration, and any firm acquired should initially be factored. out. If an outside firm was acquired, the sales and profit of its past year should be deducted, but through management of the merger there should be an assigned value for a job well done.

    Management should be reviewed on an annual duration, and there should be "no reward" for early terminations or dimissal.

    Greed has dominated the system for so long, it will take time to get the thinking reversed. It has to start at some point ...for it cannot go on.

    Thank you for this opportunity....

  • Report this Comment On October 09, 2009, at 10:40 PM, fromunder wrote:

    i finished the online poll and it sounds like we are on the right track,however like everything else that is meant to help the little guy or gal,it will be watered down or never enacted. the interests of the many once again must give way to the interests of the few.

    i think that before we can see any meaningful reforms we will have to rethink the agencys that we trust to regulate. many i believe have a seperate agenda from their original intention as mandated by law.most are to polictical. i'm sorry to be so cynical, but this is what the reciepe has produced

  • Report this Comment On October 09, 2009, at 11:11 PM, scbydo69 wrote:

    I think "jpsauvage" did an outstanding job of identifying the problem. We don't need more regulation, what we need is more accountablity and consequences for one's actions. Both " jillRondeau" and "Epiphoney11" sums it up for me.

  • Report this Comment On October 09, 2009, at 11:23 PM, kletterd100 wrote:

    There needs to be PROXY standardization. Age, income, et al. need to be located with directors' names and company positions. Not spread over multiple pages. Most of the problem is trying to determine if the nominees have their money invested in the company or if they just pull out their salaries and bonuses. Our free enterprise system may be out of control.

  • Report this Comment On October 09, 2009, at 11:37 PM, Iluvitar wrote:

    A very good post and overall I am for reforms.

    Just some random thoughts:

    We as shareholders put ourselves in this mess by treating Wall Street as a casino and gambling instead of investing in companies we believed in and took an active part in governing.

    If this and other reform legislation goes through do not be Long. Earnings will drop and stock prices will plunge again, don’t get caught thinking reform even needed reform that brings honest reporting and governance will raise the market.

    As the old joke goes I’m not putting on running shoes to outrun the Bear, I am putting them on to outrun you!

    How to write options dot com!

  • Report this Comment On October 09, 2009, at 11:40 PM, AChembi wrote:

    To ensure no losses in the Company, employ the BEST for the Management. The Management Team must be responsible and punished in monetary form or imprisonment should the Company go under. Then only the BEST will come forward to take the Job.So the problems solved. Now forecast on TERMS & CONDITIONS to ensure productive RESULTS benefiting the Company as a whole.Hopefully this message is taken seriously .

  • Report this Comment On October 10, 2009, at 5:49 AM, Paroshep wrote:

    Never say never, but I can't imagine that more regulation will do more good than harm.

    I believe this is true in this case. Your proposed bill of rights goes too far in micro-management.

    Investors who own less than 10% of a company should vote by selling their stock.

    Regards,

  • Report this Comment On October 10, 2009, at 7:49 AM, GinDland wrote:

    I agree completely with the outlined provisions. But you need to make the final paragraph with the requested reader actions more clear. I'm left not really knowing how I can help.

  • Report this Comment On October 10, 2009, at 10:27 AM, RadioFreePG wrote:

    OK, but the shareholders always get overuled by the officers and board -- who have more shares. They should only be given votes for the shares they bought with hard cash. Actually, corporations should move away from stock giveaways and option grants and toward the granting of options in "phantom shares" which cannot be held, voted or sold. THEN the CEO and officers would WORK to improve longterm shareholder value, because that's the only way they make anything from those shares.

  • Report this Comment On October 10, 2009, at 11:21 AM, buckyh wrote:

    I'm torn on these proposals. I know that the pure "free market" is subject to manipulation by the unscrupulous, but I despise government intervention.

    Something needs to change.

  • Report this Comment On October 10, 2009, at 12:29 PM, willbhar wrote:

    Atta Boy for your leadership on this issue. I agree completely. It amazes me how many commentors still say they don't want regulation. We need to control executive pay and limit corporate power. When the differential between "executive compensation" and average worker salary exeeded 500/1 once before, the French utilized the guillotine method to redistribute the wealth. This seems ever more humane. CEO's should support this legislation as the lesser evil.

  • Report this Comment On October 10, 2009, at 1:12 PM, CopyCat3000 wrote:

    Its ludicrous to think that investors have so little say over how their money is used. This is long, long overdue. Lets go for it!

  • Report this Comment On October 10, 2009, at 6:10 PM, burgstab wrote:

    We were the ones hurt by this, we should have a say in how it is reformed.

    CEO pay is ridiculous and based on my experience, there are more people at the top that have lost touch with how companies really run and what their people really need than those that do.

    Reform needs to happen now and it needs to ensure this can NEVER happen again.

  • Report this Comment On October 10, 2009, at 9:50 PM, paynerl wrote:

    Hey, a lot of good comments in here. I like the one where the maximum pay in any public corp is $500,000.00. An alternative is to make the maximum pay 15 times the lowest pay in the corporation. I do know there are a lot of talented individuals who can run a large concern; and 500 K might get them interested. I think it would.

    I am amazed at the lack of compassion the fraudster CEO's exhibit. They should be brought way down....and get to feel the other side of life, the one that the other 99% of the USA experiences.

  • Report this Comment On October 10, 2009, at 9:57 PM, porkyandbeef wrote:

    Any way to help this effort and reduce the ridiculous amounts of executive compensation I am all for.

    Making the pay an amount of 500,000 dollars max seems very reasonable to me.

    Now the other thing to work on is athletes' excessive pay!

  • Report this Comment On October 10, 2009, at 11:09 PM, huemungus wrote:

    Stock options should be illegal to one and all. Bonuses should be awarded in cash only and taxes paid annually as earned income.

    Total company bonuses should be determined by a percentage of company profits. Company losses should be subtracted from future company profits.

    Total company salary expence might be determined by the companies gross annual income divided by the number of employees.

    This provides a equal playing field for all companies and still encourage incentives to grow. It would still be managements task to distribute these salaries and bonuses properly to reward good efforts.

  • Report this Comment On October 11, 2009, at 9:36 AM, mdfetof wrote:

    The one very simple change America needs to make is to stop putting direcgtors and executives in jail as punishment. Just make them personally liable to reimburse their shareholders and company creditors if they have acted not in the best interst of the company. Then let them go bankrupt if they have to and live on food stamps - and make sure the Receiver really tracks down ALL their assets.

    "Punishing" execs with prison doesn't do any good for the shareholders and fining the company for wrong-doing after the fact (as USA did with BCCI) only steals money out of the shareholders who have already been cheated.

    Make the penalties financial. Get at least SOME benefit back to the creditors and shareholders.

  • Report this Comment On October 11, 2009, at 11:44 AM, Aryeh54 wrote:

    This has got to be the worst environment I have ever seen for individual investors and traders in this market. The brokerages, market makers and technicians are mining money from small investors through unfair trade fulfillment, access to orders, short selling and pre- and afterhours trading which has evolved to be totally manipulative. The markets have always been by their nature, subject to corruption. But the fact that it is being openly institutionalized, with the help of the regulators who should be trying to moderate (at the very least) the corruption is absurd. Trading and investing shouldn't be straight up gambling, but that is what it is devolving into.

  • Report this Comment On October 11, 2009, at 8:46 PM, CorporateJoy wrote:

    As a former Fortune 500 compensation director I completely agree with this shareholder bill of rights. I sat in on our Board meetings at the request of our CEO and got to know our Board members well. So well that I was often invited to sit at the table and provide my recommendations because I knew more about our business and our competitors than they did.

    It's time to rein in executive pay and make sure the BOD represents the share holders. As a baby boomer, my only shot at ever retiring is to see the US stock market rebound.

    Let's rock and roll people!

  • Report this Comment On October 11, 2009, at 9:26 PM, musketdoc wrote:

    Where did all these high salaries come from? Why are movie stars, ball players, traders, and executives worth millions of dollars a year? Don't you think it is problematic that our elected officials earn several hundred thousands a year and are responsible for the entire country while corporate executives are paid millions? I appreciate the value of incentives, but let's be realistic, stockholders are the risk takers, not managers, With all the golden parachutes, what risk do the executives really take?

  • Report this Comment On October 11, 2009, at 11:40 PM, elsiejay wrote:

    All this is well and good... but what can we actually DO???

  • Report this Comment On October 12, 2009, at 12:58 AM, gprathap wrote:

    Neither am I a US. citizen nor a shareholder of any American companies or businesses, yet, I share the views expressed in the above article by Dayana Yochim.

    Shareholder Bill of Rights, as envisioned above ought to be passed, as the same has global applications too.

    Prathap G., Sharjah

  • Report this Comment On October 12, 2009, at 6:29 AM, cooperbry wrote:

    This is fabulous if some sort of reform can be done. However, what about the real regulation that needs to take place? Wasn't it "toxic assets" or bad mortgages a main cause of this? Is that already fixed? What about the bucket shop derivatives that the banks are into for hundreds of trillions of dollars? Are they a potential systemic risk?

    Nothing has been done so far except that the government has stolen a few trillion dollars on the back of the taxpayer and given it to bankers.

  • Report this Comment On October 12, 2009, at 11:55 AM, remeberwhen wrote:

    Reform is long overdue!

    President Eisenhower first warned us about the "military-industrial" complex, but that was only the tip of the iceberg. What has developed s the government-business complex which has turned our democracy into a new form of government with all the worst characteristics of capitalism, facism and communism. For lack of a better term, I'll call it "corporatocracy." Big business has excessive influence and control on what goes on, to the detriment of all of us (except the privileged few).

    In a corporatocracy, big business spends its money to influence us and directly, to influence us, and more directly, to control the actions of our government. Employees of government watchdogs know they can eventually move into cushy jobs in the companies they control, and the whole system becomes corrupted in favor of those that control big business. Everybody loses control, not only stock holders. So, the problem we are addressing is also only the tip of the iceberg, but we seem to be in position to exercise ore control than most.

    If we can succeed, it will serve as model for what the citizens can do to restore control of our country to us.

    Since I just realized I sound like one of the people saying I want my country back, I want to be clear what I'm talking about. This is not a political statement about the current or any recent administration. This is an indictment of where our country has gone over the last 50 years under both political parties. After Eisenhower warned us, we had a period of properity for all economic classes, during which we could all realize the American dream. Gradually, but most notably starting with the Regan administration, corporatocracy took over, and our wealth was re-distributed to a small, shrinking but hugely wealthy upper class. With it went control of society and stock ownership is just a litle piece of it.

    For example, prior to Regan there were 90% and 70% tax brackets (at extremely high income levels) that kept executive money grabbing under control. Now, there are virtually no limitations, and once you hit a certain level your total income tax is capped at a very low percentage of your income.

  • Report this Comment On October 12, 2009, at 12:16 PM, Midas5280 wrote:

    CEO Wanted:

    Qualifications: If you're a rude, crude, overbearing, obnoxous, lying, cheating fleabag, you have the formula for success in the U.S.

  • Report this Comment On October 12, 2009, at 12:22 PM, Midas5280 wrote:

    We are a country of corruption, plain and simple. While most people were complacent about changes occurring in the past 5 years, democracy was being taken from us right under our feet. With the staged election (anyone notice how John McCain rolled over and played dead?), it was obvious an agenda was being played out and we, the American people, were being played like a deck of cards. "Redistributing the wealth" equates to nothing more than Obama in the pockets of the hardworking populace, stealing money and giving it to the welfare-mongers who have never tried to make anything of themselves. Look around and you will see thousands of people on SSDI who are anything but disabled. They are lazy! Those who truly need it can't get it. A terminally-ill 41 year old woman dying of breast cancer is denied SSDI THREE (3) TIMES even though she had a certificate of terminal illness in her hands when she when to the social security office in Denver. Our country is overrun by people who have never fought for freedom, have no appreciation of what it's truly like to "WORK" and save money, and feel those of us who work owe our life savings to the "octomoms" of the world who are oxygen thieves!

  • Report this Comment On October 12, 2009, at 1:25 PM, GarryGR wrote:

    CEO compensations are clearly excessive. It seems obvious to me that CEOs decide what the “CEO pay scale” is because the board of directors are made up of CEOs and/or CEOs “apprentices”. Sweet deal, isn’t it; “I get to determine the pay scale for my job”. OH, and I also get to decide what “I’m not responsible for”. :)

    You can’t expect to ever change the excessive CEO compensations (and the next level down etc) unless this “insider game” is eliminated. Either CEOs should not be allowed to be on other company’s Board of Directors or the Board of Directors should be required to have an equal representation for the folks making up the company (labor etc).

  • Report this Comment On October 12, 2009, at 2:47 PM, fourthreethree wrote:

    Thanks to Ms. Yochum for the article with all the links inserted for us. I'm just your typical retired working stiff (if there is such an animal!) who looks to folks like our MF staffers for investing education, tips, strategies, etc. Sometimes i wish Fools could be empowered to replace all the fools in the existing financial power structure.

    I think a good step in the Rights direction would be hunting down and stringing up all lobbyists and those many politicians and staffs who serve them! In my view these people are traitors to our individual and national interests and this IS war!

    I think the many proxies and my votes thereon are farcical. It's boiled down to this for me: vote "no" on ALL management suggestions and "yes" on all (if any) stockholder proposals. What choices do we of the wee folks really have? Remember, this IS war!

    There should be a majority-vote seat on all boards chosen by simple majority vote and representing small holder interests.

    CEO and upper management pay should be "commission-based" similar to many underlings at the bottom of the financial food chain...no outrageous salaries and perks. In other words: Work for your pay.

    There's much more, but VIVA la REVOLUCION! Remember, this IS war!

  • Report this Comment On October 12, 2009, at 8:03 PM, HelpU2Build wrote:

    A Stockholder Bill of Rights is long overdue. I have always voted my proxy and withheld votes for most of the candidates. On a few occassions I have been surprised that stockholder items were passed without the recommendation of the board. I vote because I cherish the freedom to own and vote shares be they only 10 or 100 against the majority owners of K's. At least with the items recommended for the Bill of Rights there will be a fighting chance that the number of shares of majority owners will be moderated by the majority owners of minority holdings.

  • Report this Comment On October 12, 2009, at 8:40 PM, legendary2 wrote:

    After reading this article I'm ready to storm the bastille,or better yet let's have the million shareholder march in DC. A Motley idea that reminds me of the late 60's revolution sediment.

    All we are saying is give us a piece.

  • Report this Comment On October 12, 2009, at 10:04 PM, rovobo wrote:

    I just read Fourthreethree: I must say i am in full agreement.I am just another working stiff. I started work at 14 in local stores and moved to become a UNION IRONWORKER, without my benefits, I would have had to live close to poverty, if not BANKRUPTCY,as my medical bills since retirement in 2000 at 62 have exceeded 200,000 dollars of which my union pays all deductibles.My union annuity has lost 10% of it's value which is peanuts compared to other people's investments,because the union is not allowed to invest in anything of high risk, this is the rule established by ERISA, which shows GOV'T regulations can if they are enforced to the letter of the law. I doubt any regulation of the law can work if all the POLITICO'S are dependent on the powers that be, WALL STREET, INSURANCE INDUSTRY and other big financier's.Lyndon Johnson was the last president to get social justice legislation enacted, He knew who was on take for "CAMPAIGN CONTRIBUTIONS" and other lobbyist tricks and he had the balls to threaten both sides to get what he wanted. I only hope Obama will have same gonads and bring these people together for sake of the middle class and the USA. The middle class is disappearing in this country,thanks to the great Bullthrowator Ronald REAGAN it took over 20 years to obtain his vision of AMERICA , god help us all

    Bring back the guillotine for the fat necks living off the the people,Democrat,Republican ,Lobbyist and all of their ilk that live off the taxpayers

  • Report this Comment On October 14, 2009, at 1:20 PM, albersdg wrote:

    The American republic is based on one person one vote (it wasn't that way originally, but we have evolved and that is the way itis now).

    Likewise Corporate America should be one shareholder; one vote. That a mutual fund manager or company owns 7 million shares of a company and can cast 7 million votes (when there is say 2,835 shareholders of record). What is the likeliehood that a mutual fund manager making millions will even attempt to moderate the pay of the chairman, CEO, officers and directors? Will a mutual fund manager complain about the issuing and backdating of options?

    The only people who will are Mr. & Mrs. Middle America in Every Town, Main Street, USA. Whether they own 100, 1,000 or 5,000 shares they know a cronism and corruption crook when they see it. And they will act to clean house.

    So the answer is republican principles brought to the boardroom --- one shareholder; one vote.

    And only when this is enacted will true change come to Corporate America and Wall Street.

  • Report this Comment On October 18, 2009, at 7:59 PM, jazee52 wrote:

    I agree with the recommendations. Shareholders should definitely have a say on what the heads of the corporations receive in pay and bonuses. Bonuses should only be given when the company makes profits. Excess profits should be mandated to either be returned to the shareholders as dividends or be allocated for research aimed at increasing productivity (profits) through environmentally and socially conscious expansion and product development, efficiency and safety practices.

  • Report this Comment On October 19, 2009, at 1:20 PM, DavidC44 wrote:

    All sensible ideas which I would back.

    In our brief moment of power maybe we should ask for a new Glass-Steagall equivalent. It would be great to separate the utility side of the banking business from the Vegas side and it would only be the the utility side which would be backed by government.

  • Report this Comment On October 20, 2009, at 9:16 AM, Rich9988 wrote:

    Since we're being asked to "vote", I've read the descriptions of each of these proposals, and they all seem reasonable and harmless and add to transparency and good governance. I don't believe that by themselves they will "fix" every company plagued by predatory management since, as numerous comments have remarked, we shareholders are mostly not able to devote adequate time. We also can't always trust mutual fund or retirement fund managers to be properly incentivized for reasons mentioned in the series. Maybe there need to be non-profit "shareholder associations" that can spend the time and do the research? In any case these rules give shareholders or their proxies new tools and I support all of them.

  • Report this Comment On October 21, 2009, at 12:07 PM, AustinAndy wrote:

    How many times have we read that an executive got a huge bonus when the company did poorly or lost money? A bonus should be tied to the relative health of profits for that corporation. No profits, no bonus.

    Secondly, we have seen that often stock options are changed when they original options would be worthless because the company did so poorly and the stock price drop made the original options worthless. Answer - do not change the stock option once offered, because it clearly relates to the welfare of the company. Let it expire worthless and no bonus for the executives, for a job poorly done.

    Lastly, executive pay and bonuses should be clearly laid out in the annual meeting, and stockholders be allowed to vote on the compensation. Cisco certainly laid out their compensation very clearly, and allowed shareholders to vote on it. I don't think that management was under compensated in any way.

  • Report this Comment On October 26, 2009, at 12:39 PM, foolishbroker68 wrote:

    There is certainly a lot of justified reason for shareholder ire. One of the biggest problems facing Wall street and public Companies is properly measuring risk. Most boards are able to adequately measure the levels of risk for issues that they can readily identify. However, it is often the items that they overlook or miss which create the greatest heartburn in future periods.

    The problem with some of the proposals on the table is that there are many 'activist' investors who do not share the long term interests of common shareholders. They want to create headlines move a stock price and thanks to Ameritrade, E-trade and the like all many investors care about anymore is the next trade. These 'investors' complete ignore the fact that there are underlying businesses with employees and customers and communities that they affect. You are opening the door with many of these rules to corporate raiders who have been largely shut out since the early 80's.

    As we have seen most of the Private Equity partners are much better at running numbers than running businesses. Most mergers never work just ask an honest banker if you can find one. The acquisitions that do work are relatively small to the acquiring company and do not put unnecessary strain on the existing business. Private Equity typically guts corporate overhead without regard to meat or flesh to extract their returns. Who ends up suffering are the remaining employees, the customers and the shareholders. The very people that we want to protect.

    One of the reasons that management teams are heavily compensated is that they are responsible, or at least they should be responsible. The structure of Executive pay needs to change as does compensation to Director's. They need to receive most of their pay in restricted shares of company stock. This will insure that they are acting in the best interest of shareholders now and since they can not readily sell for the foreseeable future. If you do this it solves many of the other problems.

    These are not issues to take lightly or that we should proceed without understanding all the facts. Management has certainly misbehaved in many cases but let's be careful to make certain we are not cutting off our nose to spite our face.

  • Report this Comment On October 28, 2009, at 1:10 PM, tw38twyman wrote:

    I am absolutely and completely in favor of the Bill of Rights outlined above, and will vote for it or support it in any way that I am able.

  • Report this Comment On February 17, 2011, at 10:56 AM, pbr90 wrote:

    Oversight of board rooms is a hot topic that after Sarbanes Oxley should be automatic.

    Unconscionable contracts continue to be created, then defended under the guise of sanctity of contract that allows plunderers to continue to walk away from companies with millions that do not belong to them because they were funded by millions of shareholders who entrust their nesteggs to the plunderers to safeguard and grow them.

    Instead, the only nestegg that gets grown are those of the plunderers who cite "sanctity of contract" to steal them.

    This unlawful use of contract law has always been a problem due to the bad faith of those who plunder and then rely upon contracts written to escape with the funds.

    This unconscionable use of contract is what is long overdue within both government and corporate governance as legitimate to steal the funds of those many who are duped. Yanking the charter may be the only solution for companies who refuse to comply with legitimacy as the only standard of trust which can be afforded by the public.

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