This document summarizes the debate around corporate political contributions and shareholder activism on this issue. It discusses the various types of shareholder proposals being filed in 2012, including those calling for disclosure of political spending and lobbying activities, as well as proposals seeking a shareholder vote on political contributions. The document also examines investor and proxy advisor perspectives on these issues and provides guidance to companies on best practices regarding political spending policies and disclosure.
This document provides an introduction and literature review for a research paper analyzing CEO compensation at large American charities. The introduction discusses the debate around nonprofit executive compensation and outlines the research questions and methodology that will be used. The literature review covers the context of nonprofits in the US, including IRS requirements around tax exemptions, governance, and sanctions. It also summarizes existing research on factors that influence nonprofit executive compensation, such as organizational size, and debates around what constitutes "reasonable" pay. The paper aims to reconcile differences between calls for lower nonprofit CEO pay and variables found to impact higher compensation.
apple Political Contributions & Expenditure Policyfinance11
Apple makes political contributions and expenditures to support candidates and policies that encourage a healthy business environment for the company. The Government Affairs group approves all political contributions with oversight from the Vice President of Government Affairs. Contributions are made to candidates who demonstrate integrity, character, and support for key issues affecting Apple. Apple complies with all applicable laws regarding political contributions and belongs to various trade organizations that advocate for the technology industry on issues important to Apple's interests such as intellectual property protection.
This document summarizes a research study that examines the relationship between corporate social responsibility related to tax disputes and the cost of equity capital. Specifically, it hypothesizes that firms rated as having social concerns over tax disputes by the KLD ratings index will have a higher implied cost of equity capital. The study uses the implied cost of equity approach developed in accounting and finance literature as an ex-ante measure of required returns. It reviews relevant literature on corporate social responsibility and capital markets. The null hypothesis is that social concerns over a firm's tax disputes will not affect its cost of equity. The study aims to test this hypothesis and contribute to understanding the effects of tax disputes on shareholder preferences and capital costs.
Stakeholder management in getting the deal doneBrunswick Group
It is probably a lazy truism that regulatory and political clearance has become the most challenging and unpredictable factor in executing complex, crossborder mergers and acquisitions.
This article originally appeared in DealMakers magazine
Managing Director Christopher Recor takes part in an expert forum discussion of sanctions compliance. This is a reprint from the July – September 2015 issue of Risk & Compliance Magazine.
New market entry - The smart way to expand your food and beverage franchiseGrant Thornton LLP
Before your company leaps into international franchising, you need to be prepared. Make sure you have a comprehensive plan to deal with the tax, regulatory, legal, cultural and operational factors related to entering a targeted foreign market.
The document summarizes a GAO report on how leading commercial organizations strategically source services to achieve significant savings. It finds that companies save 4-15% annually by analyzing spending patterns, establishing central management, and tailoring procurement tactics based on a service's complexity and supplier options. The federal government spends heavily on similar services and could adopt these practices. However, prior GAO work found that agencies leverage strategic sourcing minimally and face challenges in data analysis, leadership support, and applying it to services. Adopting leading practices could help agencies overcome these issues and potentially save billions annually.
This document provides an introduction and literature review for a research paper analyzing CEO compensation at large American charities. The introduction discusses the debate around nonprofit executive compensation and outlines the research questions and methodology that will be used. The literature review covers the context of nonprofits in the US, including IRS requirements around tax exemptions, governance, and sanctions. It also summarizes existing research on factors that influence nonprofit executive compensation, such as organizational size, and debates around what constitutes "reasonable" pay. The paper aims to reconcile differences between calls for lower nonprofit CEO pay and variables found to impact higher compensation.
apple Political Contributions & Expenditure Policyfinance11
Apple makes political contributions and expenditures to support candidates and policies that encourage a healthy business environment for the company. The Government Affairs group approves all political contributions with oversight from the Vice President of Government Affairs. Contributions are made to candidates who demonstrate integrity, character, and support for key issues affecting Apple. Apple complies with all applicable laws regarding political contributions and belongs to various trade organizations that advocate for the technology industry on issues important to Apple's interests such as intellectual property protection.
This document summarizes a research study that examines the relationship between corporate social responsibility related to tax disputes and the cost of equity capital. Specifically, it hypothesizes that firms rated as having social concerns over tax disputes by the KLD ratings index will have a higher implied cost of equity capital. The study uses the implied cost of equity approach developed in accounting and finance literature as an ex-ante measure of required returns. It reviews relevant literature on corporate social responsibility and capital markets. The null hypothesis is that social concerns over a firm's tax disputes will not affect its cost of equity. The study aims to test this hypothesis and contribute to understanding the effects of tax disputes on shareholder preferences and capital costs.
Stakeholder management in getting the deal doneBrunswick Group
It is probably a lazy truism that regulatory and political clearance has become the most challenging and unpredictable factor in executing complex, crossborder mergers and acquisitions.
This article originally appeared in DealMakers magazine
Managing Director Christopher Recor takes part in an expert forum discussion of sanctions compliance. This is a reprint from the July – September 2015 issue of Risk & Compliance Magazine.
New market entry - The smart way to expand your food and beverage franchiseGrant Thornton LLP
Before your company leaps into international franchising, you need to be prepared. Make sure you have a comprehensive plan to deal with the tax, regulatory, legal, cultural and operational factors related to entering a targeted foreign market.
The document summarizes a GAO report on how leading commercial organizations strategically source services to achieve significant savings. It finds that companies save 4-15% annually by analyzing spending patterns, establishing central management, and tailoring procurement tactics based on a service's complexity and supplier options. The federal government spends heavily on similar services and could adopt these practices. However, prior GAO work found that agencies leverage strategic sourcing minimally and face challenges in data analysis, leadership support, and applying it to services. Adopting leading practices could help agencies overcome these issues and potentially save billions annually.
ForwardThinking is a look ahead at the latest knowledge and insights available from Grant Thornton LLP. It includes a collection of our research, thought leadership and a schedule of upcoming webcasts and events.
The document discusses several issues related to business practices in India including paid news, crony capitalism, legal and ethical practices, and corporate social responsibility. It notes that paid news and crony capitalism are interrelated issues in India, with corporations funding politicians and media, who then help those politicians get elected, resulting in a reciprocal relationship. The document also discusses the differences between legal practices, which ensure compliance with laws, and ethical practices, which aim to meet stakeholder expectations, noting that ethical behavior and dealing with dilemmas is important for building trust with suppliers, employees, and customers. Corporate philanthropy and social responsibility are also discussed as ways for companies to improve reputation and achieve other goals.
Dear student, Warm Greetings of the Day!!! We are a qualified team of consultants and writers who provide support and assistance to students with their Assignments, Essays and Dissertation. If you are having difficulties writing your work, finding it stressful in completing your work or have no time to complete your work yourself, then look no further. We have assisted many students with their projects. Our aim is to help and support students when they need it the most. We oversee your work to be completed from start to end. We specialize in a number of subject areas including, Business, Accounting, Economic, Nursing, Health and Social Care, Criminology, Sociology, English, Law, IT, History, Religious Studies, Social Sciences, Biology, Physic, Chemistry, Psychology and many more. Our consultants are highly qualified in providing the highest quality of work to students. Each work will be unique and not copied like others. You can count on us as we are committed to assist you in producing work of the highest quality. Waiting for your quick response and want to start healthy long term relationship with you. Regards http://www.cheapassignmenthelp.com/ http://www.cheapassignmenthelp.co.uk/
The range of exposures facing directors and officers (D&Os) – as well as the resultant claims scenarios – have increased significantly in recent years.
With corporate management under the spotlight like never before, Allianz Global Corporate & Specialty (AGCS) experts provide both a reflection of the current state of the D&O insurance market and also point the lens forward to five mega trends which lie ahead, impacting risk managers, their D&Os and their broker partners.
B2i optimizing the value of the purpose driven industryjlsitler
The institutional market -- aka the .org, .gov and .edu segments -- are a thriving, growing and potentially highly profitable target market. But many firms quickly hit roadblocks as they attempt to use their typical business approach with institutional customers. You’ll need to adapt your marketing efforts, the way you conduct business and the manner in which you handle billing and payments to work with institutions
B2i optimizing the value of the purpose driven industry sm1Jean Gleason
The institutional market -- aka the .org, .gov and .edu segments -- are a thriving, growing and potentially highly profitable target market. But many firms quickly hit roadblocks as they attempt to use their typical business approach with institutional customers. You’ll need to adapt your marketing efforts, the way you conduct business and the manner in which you handle billing and payments to work with institutions.
B2i optimizing the value of the purpose driven industryElizabeth Benditt
The institutional market -- aka the .org, .gov and .edu segments -- are a thriving, growing and potentially highly profitable target market. But many firms quickly hit roadblocks as they attempt to use their typical business approach with institutional customers. You’ll need to adapt your marketing efforts, the way you conduct business and the manner in which you handle billing and payments to work with institutions.
B2i optimizing the value of the purpose driven industry sm1Multi Service
This document provides an overview of business-to-institution (B2i) opportunities and considerations. It notes that institutions represent one-third of the US economy with 1.9 million locations and 16% of employees. While institutions have different priorities than businesses, understanding their unique processes and adapting approaches can unlock lucrative opportunities in this market segment. Key differences from traditional B2B include funding structures, decision making chains, billing/payment processes, and regulatory requirements.
After the acquisition: 5 steps to manage the tax processGrant Thornton LLP
A detailed plan is critical to accomplishing all the tax-related tasks that need to occur in the months after an M&A transaction closes. Your 100-day plan for managing the tax process should include five key steps.
This document provides an overview of different types of advocacy groups in the United States. It explains that groups like 501(c) organizations, 527 groups, political action committees (PACs), and super PACs all have different rules set by Congress and the FEC regarding how they can raise and spend money to influence politics. The document gives examples of prominent groups that fall under each category and directs readers to the website OpenSecrets.org for more information on different groups and their financial activities.
Union pension funds manage approximately $3.5 trillion in retirement assets on behalf of public and private sector employees covered by collective bargaining agreement. They are also very active in the proxy process, sponsoring approximately one-third of the shareholder proposals that are included in corporate proxies each year.
Federal and state laws (including ERISA) require that the trustees and administrative bodies that oversee these funds manage their plans “solely in the interest of participants and beneficiaries.” Furthermore, the U.S. Department of Labor is clear that pension funds are not to use plan assets and their voting rights “to further legislative, regulatory or public policy issues through the proxy process.”
We examine this issue is greater detail, including the types of proposals put forward but union pension funds, the support these proposals receive, and the companies they target. We ask:
Are union-sponsored proposals made solely in the interest of their pension beneficiaries?
How can the public or a pension beneficiary assess the motives of funds that sponsor proxy proposals?
How do union pension funds determine which positions to advocate and which companies to target?
Are unions violating their ERISA duties by sponsoring these proposals?
Chris Roush presents "Investigating Private Companies and Nonprofits" in Minneapolis on Oct. 4, 2011 at the Star Tribune during the Reynolds Center's free workshop, "Business Journalism Boot Camp."
For more information about training for business journalists, please visit businessjournalism.org.
This document provides an overview and key findings of a study on how core vendor contracts impact community banks and credit unions. Some of the main points summarized are:
- On average, community banks and credit unions pay 24% above fair market value for core processing and related IT services. Renegotiating contracts can result in annual savings ranging from 11.5-43.4%.
- Tight margins, regulatory compliance, and slow economic growth are the top challenges cited. Growing loans and cutting costs are the top priorities.
- Nearly two-thirds want to reduce non-interest expenses and over half want to increase non-interest income. A third cite adding new technologies as a priority.
- The
Corporate Inversions May Be on the Rise | RegBlogGrayson C. Weeks
American companies are increasingly moving their headquarters overseas to lower their tax bills in a practice called corporate inversion. A recent study found that companies that become American Companies with Foreign Incorporation (AFCs) pay an effective tax rate about 7% lower than comparable U.S. companies. However, AFCs also face costs from moving to countries with weaker legal protections for shareholders and investors perceive them as more opaque. While new regulations may affect some companies' calculations, corporate inversions are still expected to rise due to international tax and competitive pressures.
Chris Roush presents "Investigating Private Companies and Nonprofits" at the free business journalism workshop, "Covering Business on Tribal Lands," hosted by the Donald W. Reynolds National Center for Business Journalism and the Native American Journalists Association.
For more information about free training for business journalists, please visit businessjournalism.org.
- Voters support closing corporate tax loopholes and ensuring large corporations pay their fair share of taxes. They believe some profitable corporations pay no taxes at all or move profits overseas to avoid paying taxes.
- Connecting corporate tax breaks to companies that ship jobs overseas resonates strongly with voters. Ensuring American companies pay similar taxes on overseas profits as domestic profits also has support.
- Revenue from limiting corporate tax deductions and loopholes should go towards reducing budget deficits and funding priorities like education, not reducing corporate tax rates further. Progressive arguments on corporate taxes beat arguments for lower rates by a wide margin.
- Ending tax breaks for corporations that move jobs overseas is a convincing patriotic message for voters. In focus groups,
As companies diligently prepare for the 2012 proxy season, they need to be mindful of changes that proxy advisors are making to their voting policies. Institutional Shareholders Services (ISS) recently released its draft policy changes for 2012, which include significant revisions to its methodology for evaluating management say-on-pay (SOP) proposals. Although ISS is accepting comments on its proposed policy changes through November 7th, it is unlikely that there will be any material modifications to them when finalized in November. This article covers the key updates issuers can expect from ISS for 2012.
ISS’s recently announced 2014 policy changes for U.S. companies are relatively limited in scope compared to past years. The updates, which are largely unchanged from the draft policies released in November, will take effect for annual meetings beginning in February 2014.
More substantive policy revisions, however, are already in the works for the 2015 proxy season. ISS has opened a new consultation period through February 2014 to solicit feedback from governance stakeholders on five additional issues: independent chairman shareholder proposals, director tenure, director independence, auditor tenure, and equity plan scoring. Details of these and ISS’s 2014 policy updates are presented in this newsletter.
The proxy fight for board seats at Oshkosh Corporation is underway, with Icahn Associates nominating six directors. While OSK's stock performance has lagged peers, the company has significant defense business exposure. Icahn will argue OSK has failed to execute on acquisitions or develop business segments. Shareholders will evaluate if change is needed and if Icahn's nominees can add value, considering four have Icahn ties raising independence questions.
This year’s mandatory Say-on-Pay (SOP) brought new challenges for issuers. Not only did the pace of failed plans accelerate, but last year’s votes proved to be a poor indicator of how companies’ plans would fare this season. This report, which will be updated at the conclusion of the calendar year, will point out some high-level trends in the voting data for companies with low SOP votes so far this year.
Although receiving at least 50% support on SOP is the primary goal for issuers, in many cases the institutional investor community will apply heightened scrutiny to compensation plans that received “significant” opposition. Thus, the data set we reviewed in this report—shown in Appendix A—covers plans that received less than 70% support. Following our analysis of these data is a brief section on guidance for issuers, both how to recover from a failed SOP vote in 2012 and how to prepare for 2013.
Alliance Advisors is a shareholder communications firm specializing in proxy solicitation and governance consulting founded in 2005. The firm assists over 200 clients, including Fortune 500 companies, with shareholder activism matters. The document discusses trends in shareholder activism such as more activists seeking minority board representation rather than control and the impact of poor stock performance on vulnerability to activism. It also provides an overview of ISS' framework for evaluating proxy contests and contested mergers and outlines considerations for companies facing shareholder activism.
Alliance Advisors Newsletter March 2012 (A Look Ahead to the 2012 Proxy Season)Alliance Advisors
The 2012 proxy season is shaping up to be highly charged due to the stagnating economy, Occupy Wall Street protests, and presidential election. Key issues include continued focus on executive compensation and say on pay votes, debates around expanding shareholder proxy access and political spending disclosure. While some companies have adopted reforms preemptively, shareholder proposals on these topics are numerous and gaining more support. The season remains uncertain as shareholder activism and regulatory actions could significantly impact many companies.
ForwardThinking is a look ahead at the latest knowledge and insights available from Grant Thornton LLP. It includes a collection of our research, thought leadership and a schedule of upcoming webcasts and events.
The document discusses several issues related to business practices in India including paid news, crony capitalism, legal and ethical practices, and corporate social responsibility. It notes that paid news and crony capitalism are interrelated issues in India, with corporations funding politicians and media, who then help those politicians get elected, resulting in a reciprocal relationship. The document also discusses the differences between legal practices, which ensure compliance with laws, and ethical practices, which aim to meet stakeholder expectations, noting that ethical behavior and dealing with dilemmas is important for building trust with suppliers, employees, and customers. Corporate philanthropy and social responsibility are also discussed as ways for companies to improve reputation and achieve other goals.
Dear student, Warm Greetings of the Day!!! We are a qualified team of consultants and writers who provide support and assistance to students with their Assignments, Essays and Dissertation. If you are having difficulties writing your work, finding it stressful in completing your work or have no time to complete your work yourself, then look no further. We have assisted many students with their projects. Our aim is to help and support students when they need it the most. We oversee your work to be completed from start to end. We specialize in a number of subject areas including, Business, Accounting, Economic, Nursing, Health and Social Care, Criminology, Sociology, English, Law, IT, History, Religious Studies, Social Sciences, Biology, Physic, Chemistry, Psychology and many more. Our consultants are highly qualified in providing the highest quality of work to students. Each work will be unique and not copied like others. You can count on us as we are committed to assist you in producing work of the highest quality. Waiting for your quick response and want to start healthy long term relationship with you. Regards http://www.cheapassignmenthelp.com/ http://www.cheapassignmenthelp.co.uk/
The range of exposures facing directors and officers (D&Os) – as well as the resultant claims scenarios – have increased significantly in recent years.
With corporate management under the spotlight like never before, Allianz Global Corporate & Specialty (AGCS) experts provide both a reflection of the current state of the D&O insurance market and also point the lens forward to five mega trends which lie ahead, impacting risk managers, their D&Os and their broker partners.
B2i optimizing the value of the purpose driven industryjlsitler
The institutional market -- aka the .org, .gov and .edu segments -- are a thriving, growing and potentially highly profitable target market. But many firms quickly hit roadblocks as they attempt to use their typical business approach with institutional customers. You’ll need to adapt your marketing efforts, the way you conduct business and the manner in which you handle billing and payments to work with institutions
B2i optimizing the value of the purpose driven industry sm1Jean Gleason
The institutional market -- aka the .org, .gov and .edu segments -- are a thriving, growing and potentially highly profitable target market. But many firms quickly hit roadblocks as they attempt to use their typical business approach with institutional customers. You’ll need to adapt your marketing efforts, the way you conduct business and the manner in which you handle billing and payments to work with institutions.
B2i optimizing the value of the purpose driven industryElizabeth Benditt
The institutional market -- aka the .org, .gov and .edu segments -- are a thriving, growing and potentially highly profitable target market. But many firms quickly hit roadblocks as they attempt to use their typical business approach with institutional customers. You’ll need to adapt your marketing efforts, the way you conduct business and the manner in which you handle billing and payments to work with institutions.
B2i optimizing the value of the purpose driven industry sm1Multi Service
This document provides an overview of business-to-institution (B2i) opportunities and considerations. It notes that institutions represent one-third of the US economy with 1.9 million locations and 16% of employees. While institutions have different priorities than businesses, understanding their unique processes and adapting approaches can unlock lucrative opportunities in this market segment. Key differences from traditional B2B include funding structures, decision making chains, billing/payment processes, and regulatory requirements.
After the acquisition: 5 steps to manage the tax processGrant Thornton LLP
A detailed plan is critical to accomplishing all the tax-related tasks that need to occur in the months after an M&A transaction closes. Your 100-day plan for managing the tax process should include five key steps.
This document provides an overview of different types of advocacy groups in the United States. It explains that groups like 501(c) organizations, 527 groups, political action committees (PACs), and super PACs all have different rules set by Congress and the FEC regarding how they can raise and spend money to influence politics. The document gives examples of prominent groups that fall under each category and directs readers to the website OpenSecrets.org for more information on different groups and their financial activities.
Union pension funds manage approximately $3.5 trillion in retirement assets on behalf of public and private sector employees covered by collective bargaining agreement. They are also very active in the proxy process, sponsoring approximately one-third of the shareholder proposals that are included in corporate proxies each year.
Federal and state laws (including ERISA) require that the trustees and administrative bodies that oversee these funds manage their plans “solely in the interest of participants and beneficiaries.” Furthermore, the U.S. Department of Labor is clear that pension funds are not to use plan assets and their voting rights “to further legislative, regulatory or public policy issues through the proxy process.”
We examine this issue is greater detail, including the types of proposals put forward but union pension funds, the support these proposals receive, and the companies they target. We ask:
Are union-sponsored proposals made solely in the interest of their pension beneficiaries?
How can the public or a pension beneficiary assess the motives of funds that sponsor proxy proposals?
How do union pension funds determine which positions to advocate and which companies to target?
Are unions violating their ERISA duties by sponsoring these proposals?
Chris Roush presents "Investigating Private Companies and Nonprofits" in Minneapolis on Oct. 4, 2011 at the Star Tribune during the Reynolds Center's free workshop, "Business Journalism Boot Camp."
For more information about training for business journalists, please visit businessjournalism.org.
This document provides an overview and key findings of a study on how core vendor contracts impact community banks and credit unions. Some of the main points summarized are:
- On average, community banks and credit unions pay 24% above fair market value for core processing and related IT services. Renegotiating contracts can result in annual savings ranging from 11.5-43.4%.
- Tight margins, regulatory compliance, and slow economic growth are the top challenges cited. Growing loans and cutting costs are the top priorities.
- Nearly two-thirds want to reduce non-interest expenses and over half want to increase non-interest income. A third cite adding new technologies as a priority.
- The
Corporate Inversions May Be on the Rise | RegBlogGrayson C. Weeks
American companies are increasingly moving their headquarters overseas to lower their tax bills in a practice called corporate inversion. A recent study found that companies that become American Companies with Foreign Incorporation (AFCs) pay an effective tax rate about 7% lower than comparable U.S. companies. However, AFCs also face costs from moving to countries with weaker legal protections for shareholders and investors perceive them as more opaque. While new regulations may affect some companies' calculations, corporate inversions are still expected to rise due to international tax and competitive pressures.
Chris Roush presents "Investigating Private Companies and Nonprofits" at the free business journalism workshop, "Covering Business on Tribal Lands," hosted by the Donald W. Reynolds National Center for Business Journalism and the Native American Journalists Association.
For more information about free training for business journalists, please visit businessjournalism.org.
- Voters support closing corporate tax loopholes and ensuring large corporations pay their fair share of taxes. They believe some profitable corporations pay no taxes at all or move profits overseas to avoid paying taxes.
- Connecting corporate tax breaks to companies that ship jobs overseas resonates strongly with voters. Ensuring American companies pay similar taxes on overseas profits as domestic profits also has support.
- Revenue from limiting corporate tax deductions and loopholes should go towards reducing budget deficits and funding priorities like education, not reducing corporate tax rates further. Progressive arguments on corporate taxes beat arguments for lower rates by a wide margin.
- Ending tax breaks for corporations that move jobs overseas is a convincing patriotic message for voters. In focus groups,
As companies diligently prepare for the 2012 proxy season, they need to be mindful of changes that proxy advisors are making to their voting policies. Institutional Shareholders Services (ISS) recently released its draft policy changes for 2012, which include significant revisions to its methodology for evaluating management say-on-pay (SOP) proposals. Although ISS is accepting comments on its proposed policy changes through November 7th, it is unlikely that there will be any material modifications to them when finalized in November. This article covers the key updates issuers can expect from ISS for 2012.
ISS’s recently announced 2014 policy changes for U.S. companies are relatively limited in scope compared to past years. The updates, which are largely unchanged from the draft policies released in November, will take effect for annual meetings beginning in February 2014.
More substantive policy revisions, however, are already in the works for the 2015 proxy season. ISS has opened a new consultation period through February 2014 to solicit feedback from governance stakeholders on five additional issues: independent chairman shareholder proposals, director tenure, director independence, auditor tenure, and equity plan scoring. Details of these and ISS’s 2014 policy updates are presented in this newsletter.
The proxy fight for board seats at Oshkosh Corporation is underway, with Icahn Associates nominating six directors. While OSK's stock performance has lagged peers, the company has significant defense business exposure. Icahn will argue OSK has failed to execute on acquisitions or develop business segments. Shareholders will evaluate if change is needed and if Icahn's nominees can add value, considering four have Icahn ties raising independence questions.
This year’s mandatory Say-on-Pay (SOP) brought new challenges for issuers. Not only did the pace of failed plans accelerate, but last year’s votes proved to be a poor indicator of how companies’ plans would fare this season. This report, which will be updated at the conclusion of the calendar year, will point out some high-level trends in the voting data for companies with low SOP votes so far this year.
Although receiving at least 50% support on SOP is the primary goal for issuers, in many cases the institutional investor community will apply heightened scrutiny to compensation plans that received “significant” opposition. Thus, the data set we reviewed in this report—shown in Appendix A—covers plans that received less than 70% support. Following our analysis of these data is a brief section on guidance for issuers, both how to recover from a failed SOP vote in 2012 and how to prepare for 2013.
Alliance Advisors is a shareholder communications firm specializing in proxy solicitation and governance consulting founded in 2005. The firm assists over 200 clients, including Fortune 500 companies, with shareholder activism matters. The document discusses trends in shareholder activism such as more activists seeking minority board representation rather than control and the impact of poor stock performance on vulnerability to activism. It also provides an overview of ISS' framework for evaluating proxy contests and contested mergers and outlines considerations for companies facing shareholder activism.
Alliance Advisors Newsletter March 2012 (A Look Ahead to the 2012 Proxy Season)Alliance Advisors
The 2012 proxy season is shaping up to be highly charged due to the stagnating economy, Occupy Wall Street protests, and presidential election. Key issues include continued focus on executive compensation and say on pay votes, debates around expanding shareholder proxy access and political spending disclosure. While some companies have adopted reforms preemptively, shareholder proposals on these topics are numerous and gaining more support. The season remains uncertain as shareholder activism and regulatory actions could significantly impact many companies.
This document provides an overview and summary of a presentation on proxy contests in M&A from 2012. The presentation discusses the basic information about proxy contests, including what they are and why they occur. It also covers the types of proxy contests, trends in proxy contests, the steps involved and applicable laws, fiduciary duties of directors, and considerations for winning a proxy contest. The presentation was intended to provide information to attendees on these topics related to proxy contests in M&A situations from 2012.
ISS released their 2011 policy updates which take effect for shareholder meetings on or after February 1, 2011. The changes do not appear to be as substantive as prior years. Key updates include: ISS will recommend annual say on pay votes; companies must commit to current year burn rate caps rather than blended caps; ISS will no longer accept future commitments to address problematic pay practices such as tax gross-ups; ISS strengthened its director attendance policy and will recommend voting against directors who miss 75% of meetings without acceptable disclosure; and ISS will review proposals for shareholder ability to act by written consent on a case-by-case basis considering additional factors.
- Martin Marietta Materials (MLM) made an unsolicited bid to acquire Vulcan Materials (VMC) but the offer of 0.5 MLM shares for each VMC share was deemed too low by the analyst.
- While the offer was reasonably certain, it did not represent a reasonable premium to VMC's standalone valuation or historical trading ratios with MLM.
- There was potential conflict of interest as VMC's CEO insisted on retaining a leadership role in the combined company during negotiations.
- However, MLM may still succeed in the proxy contest due to significant overlapping shareholders in both companies who would benefit financially from the merger.
The document describes a business model canvas for software credit unions. It discusses key partnerships with the Department of Cooperatives, key activities like making software for credit unions, value propositions around being multi-user and cooperative friendly, customer relationships through free updates and info via email, customer segments like village cooperatives and employee cooperatives in Indonesia, key resources as hosting and developers, channels of online websites and offline cooperative offices, cost structures of hosting and employee costs, and revenue streams from training, software sales, and royalties.
Muscat is the capital and largest city of Oman located on the northeast coast of the country along the Gulf of Oman. It has a tropical climate with very hot and humid weather year-round. Historically, Muscat was ruled by the Portuguese and Turks before coming under the control of the local Omani Imams in the 17th century. Today, Muscat has a population of over 1 million people and its economy is dominated by oil production and trade. Tourism is also a growing industry focused around the city's beaches, heritage sites, and cultural activities.
Chapter 9Many businesses have utilized the services of the Ameri.docxchristinemaritza
Chapter 9
Many businesses have utilized the services of the American Legislative Exchange Council (ALEC), well known for its role in shaping conservative legislation and lobbying influ- ence. It has advocated against health care reform, to reduce state taxes on businesses, and to limit the political influence of labor unions. ALEC also was instrumental in many states in the creation of “stand your ground” laws, under which citizens were given the right to use guns or other weapons to protect themselves against assailants. After the public back- lash in the Treyvon Martin case in 2012—in which a black teenager was shot to death in Florida and his assailant defended his actions by claiming protection under Florida’s “stand your ground” law—many businesses began to distance themselves from ALEC. In 2012 Walmart joined other firms, such as Amazon.com, Coca-Cola, Kraft Foods, McDonald’s, General Electric, Sprint Nextel, and a dozen more, bending to pressure from civil rights groups. Walmart was the largest seller of firearms in the country and the largest employer of black workers and thus particularly vulnerable to protests surrounding the Treyvon Martin case. Walmart’s public affairs vice president explained the company’s action by saying, “ALEC had strayed from its core mission to advance the Jeffersonian principles of free markets.”
One industry that has been active in the political arena is solar power. Because solar energy has historically been more expensive to produce than fossil fuel energy, the indus- try has relied heavily on government incentives and subsidies to level the playing field. Although some major energy companies have entered the solar business, most of the 3,400 solar companies in the United States are small, such as Namasté Solar, a Boulder, Colorado, firm of 60 employees that installs solar energy systems for commercial and residential customers. The solar industry’s trade association, the Solar Energy Industries Association, has been very active in government affairs and advocacy, winning a number of policy victories. The federal stimulus bills of 2008 and 2009 provided tax credits, grants, and loans for solar installations and companies that made solar equipment (one of which, Solyndra, later failed). States—such as Hawaii, which required all new construc- tion to have solar water heaters by 2010—and cities—such as Berkeley, California, which loans money to residents to install solar panels—have also helped the industry with friendly policies.1
As the examples above demonstrate, many businesses—big and small—have become active participants in the political process to promote a variety of goals, from supporting organizations charged with developing legislation to support economic development and job growth to lobbying government regulators through a trade association to receive tax credits and grants. They are not always successful, however, as seen in the political part- nership of businesses with ALEC, which took on a ...
Running head ETHICAL CONTRIBUTIONS 1 (Including a Runni.docxsusanschei
Running head: ETHICAL CONTRIBUTIONS 1
(Including a Running head and page numbers help to keep your assignment organized.)
Are Contributions to Political Campaigns Ethical?
Joanna Student
SOC120: Introduction to Ethics & Social Responsibility (Course Section)
Week 5 Final Paper
Dr. Ashford Instructor
July, 1, 20XX
Sticky Note
Please be sure to note the format for the final paper. This paper contains a an organized heading, a succinct and relevant title, page numbers and a running header.
ETHICAL CONTRIBUTIONS 2
Ethical Contributions to Political Campaigns
A question that comes up frequently in political discussions is whether organizations like
corporations have too much influence over the political landscape today. Corporations have
many resources through which to effect political change, including lobbyists, quid pro quo back
door arrangements and campaign contributions. Because these funds can have a large influence
on who wins elections and the legislation that politicians support, it is important for an educated
citizenry to be aware of these contributions, and to consider their ethical implications. I will
argue that from the utilitarian perspective, indirect contributions to political campaigns by
organizations like corporations and unions can be ethical and should be allowed so long as there
are sufficient regulations in place to prevent undue harm that might result from giving large
organizations too much influence over the political process. I will contrast this view with that of
ethical egoism, which would argue that such contributions are ethical inasmuch as they allow
corporations to pursue their own long term interests.
According to the Federal Elections Commission (2004), "The Federal Election Campaign
Act (the Act) places monetary limits on contributions to support candidates for federal office and
prohibits contributions from certain sources." However, corporations are allowed to create
separate bank accounts and then make donations from these accounts to political campaigns as
long as they are not connected directly to the operation of the business. Regarding this type of
donation, the FEC (2004) stated that, "Contributions may…be made from separate segregated
funds (also called political action committees or PACs) established by corporations, labor
organizations, national banks, and incorporated membership organizations.” In other words,
corporations can set up PACs that in turn give large amounts of money to support candidates.
Because these funds can have a large influence on who wins elections and the legislation that
Sticky Note
This section includes a comprehensive introduction and a clear thesis statement that effectively reflects the argument of the paper and links the chosen ethical theories and perspective to the chosen social issue.
Sticky Note
Government websites can be useful sources of information. Consider using info ...
This presentation by Gary Pienaar (www.idasa.org) was given at a Transparency International conference –
Zimbabwe workshop on Political Finance in the SADC Region - the South African Experience.
August 2009
See more at www.idasa.org
The FixHow Citizens Unitedchanged politics, in 7charts.docxoreo10
The Fix
How Citizens United
changed politics, in 7
charts
By Chris Cillizza January 22, 2014
Four years ago today, the Supreme Court issued the Citizens United ruling, a case that has drastically re-shaped the political landscape in its relatively short life span.
President Obama condemned it in his 2010 state of the union address, Democrats tried, unsuccessfully, to make the 2010 midterms about it, and it played no small
part in making the 2012 presidential election by far the most expensive in American history.
So, what hath Citizens United -- which, in short, allowed corporations and labor unions to spend unlimited funds on direct advocacy for or against candidates -
actually wrought? Here are six charts -- many thanks to WaPo's Matea Gold for her help -- that tell the story. Got a favorite chart that details the impact of Citizens
United? Send it my way at [email protected] and I will add it to the post.
1. This chart details all spending by outside groups from 1990-2014. The surge in 2012 is obvious but compare outside spending in the 2006 midterms (pre Citizens
United) vs outside spending in the 2010 midterms (post Citizens United). Big difference.
2. Here's a look at all outside group spending through Jan. 21 (aka today) of an election year. Spending at this point in the 2014 cycle is already almost three times as
much as it was at this time in the 2010 election. And it's 25 times more than at this point in the 2006 election.
3. Conservatives have a far better organized and financed outside operation than do liberals. It's also worth noting that Republicans had a contested presidential
primary in 2012 with vast sums spent by a handful of individuals to elect their preferred candidate, skewing the numbers below a bit.
http://www.washingtonpost.com/news/the-fix/
https://www.washingtonpost.com/people/chris-cillizza/
http://www.scotusblog.com/case-files/cases/citizens-united-v-federal-election-commission/
http://www.publicintegrity.org/2012/10/18/11527/citizens-united-decision-and-why-it-matters
4. That GOP organization/fundraising advantage translates into more TV ads when it matters. The chart below -- courtesy of CMAG/Kantar Media -- tracks the raw
number of ads run by candidates, party committees and outside groups beginning 130 days before the 2010 and 2006 elections. It's no mistake that the red
(Republican) line soared between 2006 and 2010 while the blue (Democratic) one stayed largely steady.
5. While the soaring spending on elections -- by unions, corporations and individuals -- is well known by this point, what is less well understood is how Citizens
United drove massive amounts of cash into the non-profit political world, a world where disclosure is not required. This chart details the over $300 million spent by
outside groups with no disclosure of donors.
6. And this one shows the rapid drop in the amount of donor disclosure by outside groups.
7. This chart, courtesy of Brendan Doherty, a political ...
Running head ETHICAL CONTRIBUTIONS 1 (Including a Running h.docxsusanschei
Running head: ETHICAL CONTRIBUTIONS 1
(Including a Running head and page numbers help to keep your assignment organized.)
Are Contributions to Political Campaigns Ethical?
Joanna Student
SOC120: Introduction to Ethics & Social Responsibility
Dr. Ashford Instructor
June 20, 20XX
Sticky Note
Please be sure to note the format for the Final Paper. This paper contains an organized heading, a succinct and relevant title, page numbers, and a running header.
ETHICAL CONTRIBUTIONS 2
Ethical Contributions to Political Campaigns
A question that comes up frequently in political discussions is whether organizations
like corporations have too much influence over the political landscape today. Corporations
have many resources through which to effect political change, including lobbyists, quid pro
quo back door arrangements and campaign contributions. Because these funds can have a
large influence on who wins elections and the legislation that politicians support, it is
important for an educated citizenry to be aware of these contributions, and to consider their
ethical implications. I will argue that from the utilitarian perspective, indirect contributions to
political campaigns by organizations like corporations and unions can be ethical and should
be allowed so long as there are sufficient regulations in place to prevent undue harm that
might result from giving large organizations too much influence over the political process. I
will contrast this view with that of ethical egoism, which would argue that such contributions
are ethical inasmuch as they allow corporations to pursue their own long term interests.
According to the Federal Elections Commission (2004), “The Federal Election Campaign
Act (the Act) places monetary limits on contributions to support candidates for federal office
and prohibits contributions from certain sources.” However, corporations are allowed to create
separate bank accounts and then make donations from these accounts to political campaigns as
long as they are not connected directly to the operation of the business. The Final Paper will
discuss what happens when corporations set up political action committees or PACs.
Utilitarianism
Utilitarianism is the moral theory that actions are right or wrong in proportion to the
degree to which they promote the happiness of all concerned (Mill, 2008). Accordingly,
whether or not corporate campaign contributions are ethical will depend on the overall
Sticky Note
Begin the paper by identifying a social issue clearly and accurately.
Sticky Note
This section includes a comprehensive introduction and a clear thesis statement that effectively reflects the argument of the paper and links the chosen ethical theories and perspective to the chosen social issue.
Sticky Note
Government websites can be useful sources of information. Consider using information from relevant Government websites to support an argument related ...
Redd e portfolio assignment #1 nmp665 core coursereddle11
This document discusses key concepts regarding nonprofits and government including:
1) Nonprofits have legal requirements for incorporation at the state level and tax exemption status from the IRS. They must adhere to lobbying and reporting rules to maintain this status.
2) Nonprofits serve as advocates for the public interest but government funding and regulations can impact this role. Excessive lobbying or political activity could jeopardize their tax status.
3) Increased involvement with government in advocacy and services can affect nonprofits' operations and ability to fulfill their missions. CEOs must understand laws/regulations to determine optimal government involvement.
Case Study Grading Rubric – Fall 2015Levels of Quality.docxtidwellveronique
Case Study Grading Rubric – Fall 2015
Levels of Quality
Performance
Criteria
Needs Improvement
Meets Expectations
Exceptional
Structure
0 to 10 points
Disorganized
Needs reorganizing
Well organized, flows logically
Analysis
0 to 40 points
Mostly opinions, arguments not supported
Some arguments supported
All solid arguments with support
Style and Readability
0 to 10 points
Many misspellings, not edited, problems with grammar and sentence structure
Less than 3 misspellings, appears to be edited, grammar and sentence structure acceptable
No misspellings, well edited, grammar and sentence structure excellent, easily readable
Originality
0 to 20 points
Not original, based solely on lectures and readings
Less than 3 original insights and arguments
Many original insights and arguments
Thoroughness
0 to 20 points
Some elements of assignment not completed
All elements of assignment completed
All elements of assignment completed with exceptional thoroughness
Center for Public Integrity
The ‘Citizens United’ decision and why it matters
Nonprofits or political parties?
By John Dunbaremail
By now most folks know that the U.S. Supreme Court did something that changed how money can be spent in elections and by whom, but what happened and why should you care?
The Citizens United ruling, released in January 2010, tossed out the corporate and union ban on making independent expenditures and financing electioneering communications. It gave corporations and unions the green light to spend unlimited sums on ads and other political tools, calling for the election or defeat of individual candidates.
In a nutshell, the high court’s 5-4 decision said that it is OK for corporations and labor unions to spend as much as they want to convince people to vote for or against a candidate.
The decision did not affect contributions. It is still illegal for companies and labor unions to give money directly to candidates for federal office. The court said that because these funds were not being spent in coordination with a campaign, they “do not give rise to corruption or the appearance of corruption.”
So if the decision was about spending, why has so much been written about contributions? Like seven and eight-figure donations from people like casino magnate and billionaire Sheldon Adelson who, with his family, has given about $40 million to so-called “super PACs,” formed in the wake of the decision?
For that, we need to look at another court case — SpeechNow.org v. FEC. The lower-court case used the Citizens United case as precedent when it said that limits on contributions to groups that make independent expenditures are unconstitutional.
And that’s what led to the creation of the super PACs, which act as shadow political parties. They accept unlimited donations from billionaires, corporations and unions and use it to buy advertising, most of it negative.
The Supreme Court kept limits on disclosure in place, and super PACs are requi ...
Business and Government Relations How Do Government and Business VannaSchrader3
Business and Government Relations: How Do Government and Business Interact?
The Sustainable Business Casebook, v.1
By: Ross Gittell, Matt Magnusson and Michael Merenda
2012
Since businesses are strongly affected by public policies, it is in their best interest to stay informed about public policies and to try to influence governmental decision making and public policy. There are different general ways that businesses view and act on their relationship with government. One perspective is for businesses to consider business and government on “two sides” and in opposition to each other. Some have argued that this was the prevailing dominant mainstream business view in the aftermath of the Great Recession at the end of the first decade of the twenty-first century. It has been characterized as the “antiregulatory” or “limited government” view, and it has been associated with those who believe that free markets with a minimal government role is best for the workings of the economy. This perspective most often focuses businesses’ interactions with government on efforts to minimize government and reduce the costs and burdens on private business and the general economy associated with government taxes, regulations, and policies.
Another business perspective on government is that government should favor businesses and incentivize business performance and investment because businesses are the main source of jobs, innovation, and societal economic well-being, and therefore government should support businesses with grants, tax credits, and subsidies.
A third general view of businesses and government relations is with business in partnership with government in addressing societal matters. This is in contrast to government being the regulator to ensure businesses act in a socially responsible manner.
These views are not mutually exclusive. For example, the same solar business can use some of its interaction with government to try to maximize the benefits, such as favorable tax credits, it receives from government and at the same time work in partnership with government to achieve a social purpose, such as reducing carbon emissions, and then try to minimize its tax obligations. It is also important, as described by Pacific Gas and Electric (PG&E) CEO Peter Darbee, that the focus of business and government relationships should be on the type of policies required in response to societal challenges rather than an ideological response about the proper role of government in a free market economy.
Sustainable businesses tend to focus on their responsibility to the environment and societal impact and also tend to recognize that government policies and programs are often necessary to help them achieve their objectives and therefore are inclined to try to work with and even partner with government to achieve desired ends. It is always important for sustainable businesses to understand how their efforts to achieve profits and to serve a social purpose are both strong ...
This document summarizes the impact of the 2010 Citizens United Supreme Court decision on political activities and tax laws for trade associations. It discusses that trade associations can now use general treasury funds for independent expenditures and electioneering communications. However, they must still disclose spending and include disclaimers. While political activities do not jeopardize tax-exempt status, they could be subject to tax on some investment income. The document also reviews permissible lobbying and advocacy within tax laws.
The Social Enterprise Alliance North Texas Chapter convened entrepreneurs, nonprofit executives and social enterprise practitioners in June to learn about new legal and tax structures for social enterprise organizations. New hybrid organizations are adopting emerging social enterprise models, employing innovative strategies, and creating business alliances to drive positive social change. This interactive presentation helped nonprofit leaders and social entrepreneurs understand a myriad of legal, tax, and governance challenges in the Fourth Sector and learn ways to overcome them by using business efficiencies to achieve nonprofit goals. Marc Lane, a national-recognized expert on social enterprise law, led the discussion and offered his practical advice and answered questions about these issues and others:
The L3C business model and how social enterprises are already benefiting
Relieving legal tension between financial and social objectives
Understanding social enterprise legal issues
· Reducing the risks and financial burden of earned-income social ventures
· Leveraging foundations' "program-related investments" to attract private-sector capital for earned-income ventures
Converting nonprofit funders into social venture capitalists
Noted national author, attorney and entrepreneur/social entrepreneur and L3C guru discusses key issues to keep in mind when deciding whether to be a for-profit or a not-for-profit organization. He also discusses the lasted events in the growing L3C movement for the social sector.
Political economy of healthcare financing reformsHFG Project
Presented during Day Four of the 2016 Nigeria Health Care Financing Training Workshop. Presented by Dr. Gafar Alawode. More: https://www.hfgproject.org/hcf-training-nigeria
This document outlines El Paso Corporation's political accountability policy. The policy has four main purposes: 1) to encourage the development of sound public policy, 2) to summarize laws regarding political activities, 3) to specify internal compliance procedures, and 4) to ensure disclosure and accountability to shareholders. It discusses laws around political contributions and lobbying, guidelines for corporate and PAC contributions, rules around employee political activities, and oversight of the company's political activities.
This document outlines El Paso Corporation's political accountability policy. The policy has four main purposes: 1) to encourage the development of sound public policy, 2) to summarize laws regarding political activities, 3) to specify internal compliance procedures, and 4) to ensure disclosure and accountability to shareholders. It discusses laws around political contributions and lobbying, guidelines for corporate and PAC contributions, rules around employee political activities, and oversight of the company's political activities.
This document outlines El Paso Corporation's political accountability policy. The policy's purpose is to encourage responsible participation in the political process to promote public policies that benefit the company and energy industry. It summarizes key US and international laws regarding political contributions and lobbying. The policy applies to all employees and requires compliance with all applicable laws. It defines political contributions and outlines guidelines for compliance with disclosure and reporting requirements in federal, state, local, and international laws and regulations.
This document outlines El Paso Corporation's political accountability policy. The policy has four main purposes: 1) to encourage the development of sound public policy, 2) to summarize laws regarding political activities, 3) to specify internal compliance procedures, and 4) to ensure disclosure and accountability to shareholders. It discusses laws around political contributions and lobbying, guidelines for corporate and PAC contributions, rules around employee political activities, and oversight procedures for El Paso's political activities.
Campaign finance reform aims to regulate political spending and funding sources. Current regulations include contribution limits, disclosure requirements, and public financing options. However, recent Supreme Court rulings have loosened some restrictions by allowing unlimited independent expenditures and treating corporations similarly to people in terms of political spending. Critics argue this disproportionately benefits wealthy interests and undermines democracy, while supporters see it as protecting free speech. The impact of money in politics continues to be widely debated.
This document summarizes a technical report on fundraising methods used by charities in Canada. It discusses how fundraising is important for charities given reduced government funding. It reviews how Canada Revenue Agency (CRA) collects fundraising data through the T3010 form, but that definitions have changed over time and do not capture all methods. Small charities especially rely on fundraising. The report aims to analyze CRA data from 2000-2009 to understand trends and inform charities and policymakers.
ZKsync airdrop of 3.6 billion ZK tokens is scheduled by ZKsync for next week.pdfSOFTTECHHUB
The world of blockchain and decentralized technologies is about to witness a groundbreaking event. ZKsync, the pioneering Ethereum Layer 2 network, has announced the highly anticipated airdrop of its native token, ZK. This move marks a significant milestone in the protocol's journey, empowering the community to take the reins and shape the future of this revolutionary ecosystem.
Cleades Robinson, a respected leader in Philadelphia's police force, is known for his diplomatic and tactful approach, fostering a strong community rapport.
Methanex is the world's largest producer and supplier of methanol. We create value through our leadership in the global production, marketing and delivery of methanol to customers. View our latest Investor Presentation for more details.
UnityNet World Environment Day Abraham Project 2024 Press ReleaseLHelferty
June 12, 2024 UnityNet International (#UNI) World Environment Day Abraham Project 2024 Press Release from Markham / Mississauga, Ontario in the, Greater Tkaronto Bioregion, Canada in the North American Great Lakes Watersheds of North America (Turtle Island).
Alliance Advisors Newsletter January 2012 (Debating Corporate Political Contributions)
1. 1 Debating Corporate Political Contributions | THE ADVISOR, January 2012
DEBATING CORPORATE POLITICAL CONTRIBUTIONS
By Shirley Westcott January 2012
Overview
With a heated presidential election year underway,
corporate political spending is expected to be a
mainstay of 2012 shareholder campaigns. Following
the 2010 Supreme Court decision in Citizens United v.
Federal Election Commission, which lifted restrictions
on political advocacy by corporations and unions,
campaign finance has exploded, particularly through
vehicles such as Super PACs and tax-exempt
organizations which can raise and spend unlimited
amounts of money on political advertising.
The result has been a surge in initiatives to lessen the
influence of big money in politics, including federal
and state legislation that would regulate corporate
political giving or mandate disclosure. Shareholder
groups, for their part, have stepped up their own
campaigns calling for greater transparency and
accountability of companies’ political giving. Although
Citizens United left it to shareholders to decide whether
a company’s political speech advanced the
corporation’s interests, the lack of any centralized
reporting makes this a formidable task. Moreover,
funds channeled through third parties are difficult to
trace. Trade associations, social welfare organizations
and other non-profits (501(c)s and 527s), which report
to the Internal Revenue Service, are not required to
disclose their donors. These groups in turn may
contribute to Super PACs and independent expenditure
committees, which only disclose the umbrella
organization donors to the Federal Election
Commission.
In 2011, proposals relating to companies’ political
activities outnumbered all other categories of
shareholder resolutions, with over 90 filed and 62 voted
on, including five proposals presented from the floor of
annual meetings. This year promises to be an equally
active season, both in the number and variety of
proposals.
This article reviews the main types of political
contribution proposals in the pipeline for 2012, along
with investor and proxy advisor perspectives, ratings
systems, and guidance to issuers.
Center for Political Accountability Campaign
Shareholder activism surrounding corporate political
spending was largely initiated in 2004 by the Center for
Political Accountability (CPA), a non-profit
organization that that has sought to track corporate
dollars flowing into the political process and the
potential risks posed to shareholders. Prior to that time,
there had only been a handful of proposals from
individual investors, such as Evelyn Davis, ranging
from asking companies to publish their political
contributions in major newspapers to refraining from
political spending altogether. However, these
initiatives typically generated only single-digit support.
The CPA coordinates corporate outreach and
shareholder resolutions with over 20 union and public
pension funds, social investment funds and foundations,
and faith-based organizations. The CPA’s model
shareholder proposal, which is used by its shareholder
affiliates, calls on companies to provide a semi-annual
report on their websites, reviewed by the board or a
board oversight committee, addressing the following:
Their policies and procedures for making political
contributions (direct and indirect) with corporate
funds.
Any monetary and non-monetary contributions
(direct and indirect) used to participate or intervene
in any political campaign on behalf of (or in
opposition to) any candidate for public office, and
used in any attempt to influence the general public,
or segments thereof, with respect to elections or
referenda. This should include:
THE ADVISOR
2. 2 Debating Corporate Political Contributions | THE ADVISOR, January 2012
o An itemized report including the identity of
the recipients and the amount paid to each.
o The title of the individuals responsible for
the decision to contribute.
The CPA resolutions have accounted for the lion’s
share of political contribution proposals on ballots
(two-thirds in 2011), and they typically draw the
broadest investor support (33% average support in
2011). According to CPA data, 83 major companies
currently disclose the details of their political spending.
Of these, 42 also report the portion of their trade
association payments that is used for political purposes,
and 68 have adopted board oversight of their political
spending.1
Grassroots Lobbying Proposals
In response to Citizens United, labor funds introduced
resolutions in 2010 and 2011 specifically seeking
disclosure of companies’ direct and indirect lobbying
expenditures and policies, including grassroots
lobbying communications. Although the two on ballots
in 2010 only averaged 14.1% support, the six voted on
in 2011 fared better (24.1% average support) when
most were endorsed by proxy advisor Institutional
Shareholder Services (ISS).
For 2012, the AFL-CIO, American Federation of State,
Country and Municipal Employees (AFSCME) and a
coalition of 40 investors have reportedly filed 30
lobbying disclosure resolutions. A new feature of this
year’s proposals is the disclosure of corporate payments
to tax-exempt organizations that write and endorse
model legislation. While this may cover a variety of
entities, it is specifically directed at organizations such
as the American Legislative Exchange Council
(ALEC), which has been a recent target of Occupy
protesters. ALEC brings together state legislators,
corporations, and trade groups to shape model
legislation based on conservative principles of free
markets, limited government, federalism and individual
liberty.
Say on Political Contributions
Beyond disclosure, several proponents have called for a
shareholder vote on corporate political donations. This
approach mirrors the U.K. Companies Act and bills
introduced by Democratic lawmakers in the U.S. (the
Shareholder Protection Act of 2010 and 2011) requiring
companies to obtain shareholder approval of their
political spending budgets.
Last year, NorthStar Asset Management and the
Connecticut Retirement Plans and Trust Funds
submitted five proposals seeking an annual shareholder
advisory vote on companies’ electioneering and
political spending programs from the previous year and,
in some cases, for the forthcoming year as well. Retail
investor James Mackie similarly asked six companies to
refrain from making political contributions unless they
obtained 75% shareholder approval.
Ultimately only two such proposals (from NorthStar)
made it to the 2011 ballots, but their low level of
support (5% at Home Depot and 6.7% at Procter &
Gamble) underscores that most investors, as well as
proxy advisors and the CPA, have not embraced the
concept of a say on political contributions.
Nevertheless, NorthStar and Mackie are refiling these
proposals in 2012, including at Johnson & Johnson and
Intel (NorthStar) and E.I. du Pont de Nemours
(Mackie).
Politically Motivated Targeting
While shareholders may have a legitimate interest in
knowing how corporate funds are being used to
influence public policy, voluntary disclosures can
subject them to partisan political attacks. Indeed,
advocates of corporate free speech, such as the U.S.
Chamber of Commerce and Center for Competitive
Politics, argue that the ultimate objective of labor and
environmental proponents is to advance their social
policies and ideological agendas by pressuring the
business community to limit its involvement in the
political process. Censoring corporations, while
permitting unlimited political speech by unions and
other special interest groups, amounts to viewpoint
3. 3 Debating Corporate Political Contributions | THE ADVISOR, January 2012
discrimination and creates an unbalanced public debate
on vital issues.
To this point, in 2011 social investment funds,
foundations, and religious orders targeted companies
which contributed to trade associations, independent
expenditure committees, or ballot referenda that did not
conform to the proponents’ views on issues such as
climate change and gay rights. This included targeting:
Oil refiners Occidental Petroleum, Valero Energy
and Tesoro, which backed California’s Proposition
23 to suspend the state’s emissions reduction laws
until unemployment had fallen.
Corporate donors to MN Forward (Target, Best
Buy, Pentair and 3M), which supported a
Minnesota gubernatorial candidate who opposed
same-sex marriage.
Procter & Gamble’s political action committee
(PAC), for contributing to congressional candidates
who opposed same-sex marriage. Although PACs
are funded by voluntary employee contributions
rather than from corporate treasuries, the proponent
(NorthStar Asset Management) argued that any
political contribution associated with the
company’s name could pose risks to its brand,
reputation and shareholder value.
Companies on the board of the U.S. Chamber of
Commerce for not influencing or challenging the
Chamber on its “partisan political activities,”
particularly in regards to environmental regulation.
The proposals not only sought reporting on political
spending, but also on the risks and responsibilities
associated with the company’s membership in or
board service on trade associations. The proponent
coalition, led by Walden Asset Management, plans
to resume this campaign in 2012. However, this
year’s proposals additionally ask companies to
explain why their public stance on priority issues
differs from that of their trade associations and how
their representatives on a trade association board
can influence environmental policy.
For 2012, some of these same proponents are in fact
advocating corporate silence as the new “best practice.”
Trillium Asset Management and Green Century Capital
Management, for example, have filed proposals at 3M,
Bank of America and Target asking the board to adopt
a policy prohibiting the use of corporate treasury funds
for any political election or campaign, citing the
increasing number of companies that have adopted such
policies.2
However, this more rigid approach towards
corporate political activities is unlikely to gain traction
with investors. Organizations such as the Council of
Institutional Investors have stated that they are not
opposed to corporate political spending in principle, so
long as it is transparent; similar proposals sponsored by
individual investors over the years have only received
single-digit support.
Conservative organizations, such as the National Legal
and Policy Center (NLPC) and the National Center for
Public Policy Research (NCPPR), have similarly
targeted companies on occasion to disclose their direct
lobbying activities in support of the Patient Protection
and Affordable Care Act (ObamaCare) and cap-and-
trade legislation. This year, the NCPPR is also singling
out specific board members with proposals to disclose
conflicts between the directors’ political beliefs and the
interests of the corporation. Targets so far include
Apple’s Al Gore for his views on global warming and
Walt Disney’s Robert Iger for the company’s refusal to
rebroadcast or sell the distribution rights to the
docudrama “The Path to 9/11,” which was critical of
the Clinton Administration’s handling of the rising
terrorist threat.
Investor and Proxy Advisor Perspectives
For all the attention surrounding corporate political
spending, investor interest in this issue isn’t as
widespread as it would seem. According to the CPA,
mainstream mutual fund support for political spending
disclosure resolutions reached 34% in 2011.3
While
this represents a significant increase from their 9%
support in 2004, mutual fund support levels have
remained largely unchanged in recent years (33% in
2010 and 32% in 2009). Some of the largest fund
complexes (American Funds and Dodge & Cox) still
reject these proposals, while others (Fidelity, Vanguard
and TIAA-CREF) take the neutral position of
abstaining on them. And although some fund families
4. 4 Debating Corporate Political Contributions | THE ADVISOR, January 2012
have shifted towards endorsing political contribution
proposals, others have actually reversed their previous
support for them (BlackRock, T. Rowe Price, Dreyfus
and BNY Mellon).
Because of the significant number of abstentions, vote
result statistics reported by proponents and other
organizations can be somewhat deceptive if they only
tally “for” and “against” votes. For example, the CPA
proposals received average support of 30% in 2010 and
33% in 2011, based on “for” and “against” votes, but
only 25% and 27% average support in those respective
years based on total votes cast. Historically, only one
political contribution proposal has ever been approved
by a majority of votes cast (at Amgen in 2006), but the
company itself endorsed the resolution.4
Support levels have also been greatly influenced by the
opinions of proxy advisory firms, particularly ISS. Prior
to 2006, ISS opposed all political contribution
proposals and support levels never broke through the
teens, other than at Plum Creek Timber in 2005. Since
then, ISS has backed an increasing number of
disclosure proposals which has given a 15%-20% lift to
support levels.
For 2012, both ISS and Glass Lewis are amending their
voting policies to support most political spending
disclosure resolutions. Glass Lewis will endorse them
in the absence of explicit board oversight of a
company’s political expenditures. ISS’s revision
essentially reflects its actual practice over the past three
years of backing virtually all disclosure proposals.
Proposals the proxy advisors typically reject include
those calling for an annual shareholder advisory vote on
political expenditures, as well as resolutions sponsored
by individual investors asking companies to refrain
from any political spending, publish their contributions
in major newspapers, or affirm political non-
partisanship in the workplace.
Because investor sentiment regarding political spending
disclosure has been fluid, issuers should be attentive to
any shifts in their major holders’ voting policies as well
as to those who follow proxy advisor recommendations.
For example, in its Aggregate Proxy Voting Summary,
T. Rowe Price stated that although it did not support
any political contribution proposals in 2011, it may do
so in the future if the resolutions are tailored to
companies where such disclosures are in need of
improvement. Similarly, at the directive of their state
treasurer, the California Public Employees’ Retirement
System (CalPERS) and California State Teachers’
Retirement System (CalSTRS) recently updated their
voting policies to support shareholder resolutions
calling for board oversight and disclosure of political
expenditures.
Disclosure Ratings
Last year, two indices were released which score and
rank S&P 100 companies on the quality of their
political contribution disclosures, policies and
oversight: The Baruch Index of Corporate Political
Disclosure, developed by the City University of New
York’s Baruch College and launched in January 2011,
and the CPA-Zicklin Index of Corporate Political
Disclosure and Accountability, developed by the CPA
and the University of Pennsylvania’s Wharton School
and launched in October 2011.5
The CPA plans to
expand its index to the S&P 500 in 2012.
With a few exceptions, company scores under either
index, which range from zero to 100, are very similar.
Overall, relatively few of the S&P 100 firms received
high ratings (over 80)--13 companies under the CPA
Index and seven companies under the Baruch Index--
while over a quarter of the companies were ranked in
the bottom tier.
Shareholder proponents will likely use these types of
ratings to hone their company targeting, while
institutional investors and proxy advisors may use the
scoring to inform their voting decisions on political
contribution disclosure proposals. Issuers should
review their scores or, if not yet rated, examine the
factors used in the indices to assess their vulnerability
to being targeted with a proposal and the potential
outcome of the vote. For example, in 2011, ISS
opposed only two disclosure resolutions at S&P 100
firms, both of which were at companies in the top tier
(81-100) of the Baruch Index (Goldman Sachs and Sara
Lee). Overall vote results at S&P 100 firms also
correlated to the Baruch ratings: voting support was
5. 5 Debating Corporate Political Contributions | THE ADVISOR, January 2012
strongest (over 30%) at companies with the lowest
ratings (below 40) and weakest (less than 15%) at
companies with the highest ratings (81-100).6
Apart from ratings, other recent benchmarking studies
and trend reports can assist issuers in determining how
well their current political spending policies and
reporting conform to “best practices.” These include
the Conference Board’s 2010 Handbook on Political
Activity and a 2011 Benchmark Report on S&P 500
Companies by the IRRC Institute and Sustainable
Investments Institute.7
Additional Guidance for Issuers
Corporate participation in the political process is an
important means for enhancing shareholder value and
protecting the economic future of the company. In this
regard, it is essential that companies adopt formal
policies and procedures governing the approval,
oversight and disclosure of their political spending.
This should include a transparent decision-making
process and board or board committee review of
political spending decisions (at least over a de minimis
level) to ensure that they are compliant with applicable
law and advance the long-term interests of the
company. Issuers should also weigh the utility of
providing more expansive disclosures, recognizing that
this can both alleviate and invite contention from
activist shareholders. While corporate campaign
finance has taken on an elevated significance this year
because of the election cycle, longer term it carries far
less importance for most investors than issues such as
executive compensation and proxy access.
1
See the CPA’s searchable database: http://www.politicalaccountability.net/index.php?ht=d/ContentDir/pid/2960.
2
According to the CPA, only two companies in the S&P 100 (Colgate-Palmolive and International Business Machines) refrain
from all manner of political spending, including on candidates, committees and ballot measures, and through independent
expenditures or trade associations. Another 28 companies have varying degrees of restrictions on political spending.
3
The CPA study is based on the voting records of the 40 largest U.S. mutual fund firms. See
http://www.politicalaccountability.net/index.php?ht=a/GetDocumentAction/i/5990.
4
At three other companies, political contribution proposals were reported to have received majority support based on “for” and
“against” votes. However, when abstentions are included, support levels were only between 34% and 41%: Plum Creek
Timber (2005), Unisys (2007) and Sprint Nextel (2011).
5
See the CPA-Zicklin Index: http://www.politicalaccountability.net/index.php?ht=a/GetDocumentAction/i/5800.
See the Baruch Index: http://www.baruch.cuny.edu/baruchindex/.
6
Wal-Mart Stores was an exception because of its high insider ownership. The company scored in the bottom tier of the
Baruch Index (0-20), but support for the political disclosure resolution was only 10.6%.
7
See the Conference Board study: http://www.politicalaccountability.net/index.php?ht=a/GetDocumentAction/id/4084.
See the IRRC Institute/Sustainable Investments Institute study:
http://www.irrcinstitute.org/pdf/Political_Spending_Report_Nov_10_2011.pdf.
For further information or questions, please contact:
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www.AllianceAdvisorsLLC.com