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 [email protected].
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.
