Proxy Solicitation Firms on the Hot Seat

By Julie VerHage and Charlie Gasparino, Fox Business May 30, 2013, 4:55 PM 

A House Financial Services Subcommittee on Wednesday will hold hearings into whether proxy advisory firms are pushing political agendas rather than serving shareholder interests, the FOX Business Network has learned.

Proxy firms recommend to shareholders how they should vote on various corporate issues. The hearings follow a series of high-profile battles between union shareholder activists and large firms over corporate governance issues, including whether companies should have a separate chairman and chief executive.

Executives at many companies have complained to Congress that such battles are fraught with politics, with advisory firms often pushing the political agendas of some of their biggest shareholder clients at union and public pension funds.

New Jersey Republican Scott Garrrett will chair the hearings, which is expected to include testimony from representatives of the business community, and possibly those at major proxy advisory firms Institutional Shareholder Services and Glass, Lewis & Co. Former Securities and Exchange Commission Chairman Harvey Pitt is also expected to testify.

A press official from ISS said the firm hasn’t been contacted by the subcommittee to appear at the hearings; a press official for Glass-Lewis didn’t return calls for comment.

“We would hope that if such a meeting is taking place, that the viewpoints of all constituents would be taken into consideration,” Cheryl Gustitus, a spokeswoman for ISS said.

A spokesman for the committee declined comment.

The controversy surrounding the alleged political activities of the advisory firms heated up last week during a shareholder vote to strip Jamie Dimon of his role as JP Morgan’s (JPM) chairman (under the proposal he would remain as CEO). The move was easily defeated, but not before ISS urged investors to split Dimon’s role, siding with union activists that have been seeking a split for the past two years.

One rationale behind the split has been that JP Morgan may be too big for one executive to effectively manage. JP Morgan has been hit with a spate of regulatory issues, including a large trading loss in its London branch known as the “London Whale.”

But Dimon has also been a fierce critic of President Obama’s economic policies, including parts of the Dodd-Frank banking reform bill. Many union pension funds as well as public officials running large pension funds have vocally supported the president’s economic and regulatory policies, and the recent shareholder vote was designed to quash Dimon’s public criticism of these policies, people inside JP Morgan say.

The committee will examine whether the advisory firms are supporting “the social, political and economic goals as opposed to broader shareholder interests,” said one person close to the committee.

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