Proctor & Gamble Concedes Proxy Fight, Names Nelson Peltz To Board

Two months after narrowly losing a proxy vote that would have granted him a seat on Proctor & Gamble’s board, Trian’s Nelson Peltz has somehow managed to win a crucial battle in the largest and most expensive corporate proxy battle in modern history.

To wit, the consumer-products giant announced Friday that it would add Peltz to its board, according to the Wall Street Journal. The company said it would add Peltz to the board beginning March 1.

P&G’s stock, which has lagged the broader market this year, rose over the summer after Peltz started his proxy fight. Shares tumbled on Oct. 10, the day Peltz lost his proxy vote at the company’s annual shareholder meeting in Cincinnati.

Afterwards, Peltz revealed that he intended to challenge the results of the narrow vote in court.

Trian is disagreeing with the P&G and is to challenge the count...

 

“According to our proxy solicitors, today’s vote is too close to call and it will take more time to determine the outcome. We await the certified election results by the independent inspector of election. Trian is pleased with the support we have received from shareholders and all of the nation’s independent proxy advisory firms. We believe shareholders’ voices are being heard at P&G today, thanks to Trian’s involvement.

 

“With approximately $3.5 billion invested in P&G, Trian has a vested interest in the long-term success of the Company. If elected to the P&G Board, Nelson Peltz plans to start engaging collaboratively with his fellow directors. He has a long history of working collegially with boards and management teams and is looking forward to working closely with P&G’s leadership to revitalize P&G. Regardless of the final voting results, Trian believes management and the Board have been put on notice by shareholders – a continuation of the past decade’s underperformance is simply unacceptable. Trian is confident that P&G shareholders will hold the Board and management accountable and will be far less tolerant of lackluster performance going forward.

 

“Trian believes in P&G’s potential and wants to see the Company grow market share again and deliver long-term sustainable value for the benefit of all stakeholders. We feel strongly that a shareholder voice is needed in the boardroom and that Trian’s approach will help revitalize P&G."

On Friday, P&G revealed that a certified vote count showed the results of the vote were “extremely close” and because so many shareholders had voted for Peltz, the company apparently decided it would be easier to give him what he wants.

Peltz’s Trian Fund Management has invested about $3.5 billion in P&G. He then called on the company to end the dispute and appoint him to its 11-person board.

Per WSJ, Peltz’s pitch was that the company needed to streamline its businesses and consider bringing in outside talent. The company’s CEO, David Taylor, said Peltz would interrupt a turnaround plan he was in the middle of executing.

The two sides have battled publicly for months about the best structure and strategy for the world’s biggest consumer-products company. Mr. Peltz argued the company needs to streamline it businesses and bring in outside talent. P&G Chief Executive David Taylor countered that Mr. Peltz will disrupt a turnaround that is under way at the maker of Tide detergent and Gillette razors after a decade of market-share losses and stagnating profits.

 

“We have had constructive discussions with Nelson and we are committed to working together for the best interests of all P&G shareholders,” Mr. Taylor said in a news release. P&G said it and Mr. Peltz have agreed that it won’t take on excessive leverage, substantially reduce R&D spending or break up the company.

 

In addition, P&G said it would also add Novartis AG Chief Executive Joseph Jimenez to its board on March 1.

 

P&G is the biggest U.S. company by market value to face a proxy contest. The two sides spent at least $60 million and crisscrossed the country for weeks to win support from shareholders, from major index fund managers to thousands of P&G retirees. At the end of the campaign, the company’s shareholders were essentially evenly split.

P&G shares jumped in after-hours trade...
 

Look Who Kalanick Just Appointed To The Uber Board Without Consulting Anyone

It looks like Travis Kalanick is preparing for all-out war in the Uber boardroom.

The Uber co-founder and former chief executive officer - who retains control over three board seats, including his own - has finally filled his long-vacant seats. And guess whom he picked to fill them? Former Xerox Corp. Chairwoman and CEO Ursula Burns...and former Merrill Lynch Chairman and CEO John Thain, "ratcheting up a Machiavellian battle for control of the world’s most valuable startup" as Bloomberg put it. Uber immediately challenged the appointments, calling them "a complete surprise."

“I am appointing these seats now in light of a recent board proposal to dramatically restructure the board and significantly alter the company’s voting rights,” Kalanick said in a statement emailed to Bloomberg. “It is therefore essential that the full board be in place for proper deliberation to occur, especially with such experienced board members as Ursula and John.”

As many may remember, Thain was the last CEO and chairman of Merrill Lynch before it was absorbed by Bank of American during the financial crisis. The last leader of an independent Merrill Lynch was roundly criticized for the same venal behavior as other too-big-to-fail CEOs - BOA paid a $16.7 billion fine in 2014, at the time the largest single settlement in US history, partly for Merrill"s witholding of crucial information (namely, that the products were stuffed with garbage subprime loans while being marketed as AAA) to buyers of its MBS and CDO products. There was, of course, also the whole $35,000 "commode on legs" incident as part of Thain"s $1.2 million office redecoration (which also included $17,100 traveling toilet boxes and a $15,000 dog umbrella stand).

Thain was, appropriately, singled out for criticism by former President Barack Obama, who accused him of "lining his pockets" - and those of his employees - at the taxpayers" expense by handing out massive bonuses after BofA accepted $45 billion in TARP funds.

Kalanick - who resigned as CEO on June 20 after a longrunning battle between him and the company"s largest shareholder, Benchmark Capital - is making the appointments without consulting the rest of the board, according to the Wall Street Journal, which broke the story. He was granted control of three board seats as part of $3.5 billion investment from a Saudi wealth fund in 2016.

The appointment is particularly controversial because Kalanick is presently being sued by Benchmark, who claim he mislead the company"s investors in order to gain control over an additional board seat, and as such the appointments appear to be the latest salvo in Kalanick"s war with Benchmark.

As WSJ noted, the appointments could serve to push back against Benchmark, which also holds a board seat and led other members in a coup to push Kalanick out, which has proposed a new voting structure for shareholders allowing them to vote based on the size of their stake, rather than the current system which rewards the earliest investors with greater voting power. Travis confirmed as much in a statement to WSJ, when he said he believed the "full board should be in place" before boardmembers vote on the proposal.

“I am appointing these seats now in light of a recent board proposal to dramatically restructure the board and significantly alter the company’s voting rights,” Mr. Kalanick said in the statement. “It is therefore essential that the full board be in place for proper deliberation to occur, especially with such experienced board members as Ursula and John.”

It"s also notable that the appointments come just days after Softbank, which is in talks to potentially invest as much as $10 billion in the cash-burning ride-sharing company, reportedly struck a deal with Benchmark to do everything in its power to oppose Kalanick"s efforts to be reinstated as CEO if it becomes an Uber shareholder and gains a board seat.

According to Bloomberg, Uber expressed concern at Kalanick’s announcement: "The appointments of Ms. Burns and Mr. Thain to Uber’s board of directors came as a complete surprise to Uber and its board," the company said. “That is precisely why we are working to put in place world-class governance to ensure that we are building a company every employee and shareholder can be proud of.”

Uber’s board had been scheduled to vote Tuesday on a plan to revamp the company’s corporate governance, a person familiar with the matter said.

Kalanick remains supportive of Khosrowshahi, the person said. The former CEO saw the two appointments as a way to improve the company’s board of directors ahead of the impending vote on Uber’s governance structure, the person said.

To be sure, Kalanick has reportedly told friends and family that he has no intention of returning as CEO - though he might be interested in some kind of senior-level operations position. However, his actions would suggest something entirely different. Of course, considering the astounding run of scandals that erupted under his watch - from claims of sexual harassment, a federal bribery investigation, and the revelation that Uber intentionally blocked law enforcement agents from using its app - the notion of Kalanick returning as CEO seems almost incongruous. Since leaving, his legacy has only been further tarnished by the London taxi regulator"s decision to revoke the company"s operating license, citing abuses that largely occurred during his tenure.

But regardless of whether Kalanick"s ultimate aim is to return as CEO, there"s a more pressing matter at hand: Preventing Benchmark, his primary boardroom nemisis, from asserting even more control even as skepticism continues to grow about the mega valuation of the cash-burning, regulator-flouting Silicon Valley unicorn he helped create.

Jim Kunstler's Solution To Uniting American Citizens - Overturn 'Citizens United'

Authored by James Howard Kunstler via Kunstler.com,

Poor old Karl Marx, tortured by boils and phantoms, was right about one thing: History repeats itself, first as tragedy, second as farce.

Thus, I give you the Roman Empire and now the United States of America. Rome surrendered to time and entropy. Our method is to drive a gigantic clown car into a ditch.

Is anyone out there interested in redemption?

I have an idea for the political party out of power, the Democrats, sunk in its special Okefenokee Swamp of identity politics and Russia paranoia: make an effort to legislate the Citizens United calamity out of existence.

Who knows, a handful of Republicans may be shamed into going along with it.

For those of you who have been mentally vacationing on Mars with Elon Musk, Citizens United was a Supreme Court decision — Citizens United v. Federal Election Commission 558 U.S. 310 (2010) — which determined that corporations had the right, as hypothetical “persons,” to give as much money as they liked to political candidates.

This “right” devolved from the First Amendment of the constitution, the 5-4 majority opinion said — giving money to political candidates and causes amounts to “freedom of speech.” The Citizens United ruling opened the door for unlimited election spending by corporations and enormous mischief in our national life. Then-President Obama — a constitutional law professor before his career in politics — complained bitterly about the opinion days later in his State of the Union address, saying that the court had “reversed a century of law to open the floodgates, including foreign corporations, to spend without limit in our elections.”

And for the next seven years he did absolutely nothing about it, nor did the Democratic Party majority in congress. Rather, they vacuumed in as much corporate campaign money as possible from every hokey political action committee (PAC) from sea to shining sea, especially in the 2016 presidential election starring Hillary “It’s My Turn” Clinton. It turned out to not be her turn in large part because the voters noticed the stench of corruption wafting off this toxic flow of corporate money, which Hillary was using to vastly outspend her billionaire opponent, troll that he was.

Of course, corporations have not always been what they are deemed to be today. They evolved with the increasingly complex activities of industrial economies. Along the way — in Great Britain first, actually — they were deemed to exist as the equivalent of legal persons, to establish that the liabilities of the company were separate and distinct from those of its owners. In the USA, forming a corporation usually required an act of legislation until the late 19th century. After that, they merely had to register with the states. Then congress had to sort out the additional problems of giant “trusts” and holding companies (hence, anti-trust laws, now generally ignored).

In short, the definition of what a corporation is and what it has a right to do is in a pretty constant state of change as economies evolve. And insofar as the current economy is sinking like the RMS Titanic — and our republic as a mode of governance with it — surely the time has come to redefine in legislation the role and existential nature of a corporation in this polity. This homework assignment should be given to the Democratic members of congress, since they are otherwise preoccupied only with hunting for Russian gremlins and discovering new sexual abnormalities to protect and defend.

The crux of the argument is that corporations cannot be said to be entirely and altogether the equivalent of persons for all legal purposes. In law, corporations have duties, obligations, and responsibilities to their shareholders first, and only after that to the public interest or the common good, and only then by pretty strict legal prescription. It may be assumed that the interests of corporations and their shareholders are in opposition to, and in conflict with, the public interest. And insofar as elections are fundamentally matters of the public interest, corporations must be prohibited from efforts to influence the outcome of elections.

That’s your assignment Chuck Schumer, Nancy Pelosi, and the rest of the Democratic Party leadership. Get serious. Show a little initiative. Do something useful. Draw up some legislation. Get behind something real that might make a difference in this decrepitating country. Or get out of the way and let a new party do the job.

Welcome To The Corporatocracy

Authored by Robert Gore via Straight Line Logic blog,

The interests of Washington and large corporations have merged so completely they are now inseparable.

America’s large corporations and its government have merged. Or was it an acquisition? If the latter, who acquired whom? Unfortunately, the labels affixed to purely corporate combinations lose their analytical usefulness here. While the two retain their own distinct legal structures and managements, so to speak, such a close community of interest has evolved that it’s no longer possible to separate them or delineate their individual contours. Political labels are no help; the ones most often used have become hopelessly imprecise. The Wikipedia definition of “fascism” is over 8,000 words, with 43 notes and 16 references.

However, the conjoined blob is so big, rapacious, and intrusive that akin to Justice Potter Stewart’s famous non-definition of obscenity, everybody knows it when they see or otherwise come into contact with it. This article will use the term “corporatocracy.” It’s less letters, dashes, and words to type than “the corporate-government-combination.” No serviceable understanding of either US history or current events is possible without close study of the corporatocracy. Unfortunately, such study, like entomology or cleaning septic tanks, requires a stout constitution. But take heart, entomologists grow to love their creepy crawly things, and septic tank cleaners say that after a few minutes you don’t even notice the smell.

A cherished delusion of naive liberals holds that big government is a counterweight, not a partner, to big business. Such a rationale is touted when the righteous demand new regulation, the public and media endorse it, the legislators pass it, and the president signs it into law. However, there are always unpaved stretches on the road to hell—once regulation is law, the righteous, public, media, legislators, and president, and their ostensibly good intentions, are on to the next cause.

In the quiet obscurity they relish, regulators and regulated get down to doing what they do best: bending the law to their joint benefit. Business, whose P&L’s can be powerfully affected by regulations, hire armies of lobbyists and lawyers in a never ending effort to tilt the playing field in their direction, and improve bottom lines, stock prices, and executive bonuses. The return on such investment is far higher than on old fashioned expenditures like research and development, plant and equipment, and job-creating expansion.

Not-so-naive liberals, professed conservatives, and apolitical opportunists work both sides of the street. The revolving door ensures that all concerned do well. Playing this game isn’t cheap, which serves as a barrier to entry to scrappy competitors who compete those old fashioned ways: innovation, hustle, and better products and services at lower prices. Regulation cartelizes industries; look, for instance, at banking and medicine. No surprise that regulatory barriers are one of Warren Buffett’s favorite “moats”: deep and hard-to-cross waterways that protect durable commercial advantages.

Washington doesn’t just fortify favored corporations’ business plans. A $4-plus-trillion-a-year enterprise, the government is the world’s largest purchaser of goods and services. Procuring those contracts employs more armies of lobbyists and lawyers, and has a powerful effect on policy. The shoddy premises supporting the welfare and warfare states, and their epic waste, are obvious to many of the taxpayers forced to underwrite them. They’ve decried them for decades, and voted for candidates promising to cut welfare, waste, war, and taxes. However, beyond voting, taxpayers can devote little time to stopping or slowing the gravy train. Their resources are infinitesimal compared to the resources its passengers expend to keep it running.

The modus operandi for Washington and big business have converged. Debt, its issuance and marketing, is the pillar of the financial nexus and revolving door between Washington and Wall Street. The government and its central bank artificially pump up the economy and hide its deterioration with debt and machinations: ultra low interest rates, quantitative easing, and debt monetization. Big businesses lever their balance sheets to pump up their stock prices or make acquisitions, machinations that do nothing to improve core businesses but often hide ongoing deterioration.

The history of any long-running government program is a catalogue of failures and expanding budgets. Washington cherishes failure, the fountainhead of larger appropriations and more power. Success would put bureaucrats out of work and give politicians less influence to peddle. Likewise in business, failure has become much more acceptable than it was during those bad old days of cutthroat capitalism. Marissa Mayer’s undistinguished five-year tenure at Yahoo, while perhaps not a complete failure, certainly can’t be termed a success. Nevertheless, she’s walking away from the company with at least $186 million for her middling endeavors. Given all that discrimination out there against women, one can only imagine what she would have made if she were a man.

Silicon Valley puts billions into companies like Uber, AirBnb, Snapchat, and Lyft that lose those billions and will continue to do so for the foreseeable—and probably the unforeseeable—future. Private equity shops load up companies with debt that gets paid out as special dividends to the private equity shops, leaving the indebted and enfeebled companies unable to compete and the rest of us wondering how such rape is legal in our rape-conscious age. This recipe for inevitable failure is now playing out in the beleaguered retail sector, which would be nowhere near as beleaguered if it wasn’t so beset with debt.

Tesla, a stock market darling and the quintessence of companies in which failure is the business plan, milks Wall Street for financing and Washington (and a bunch of state and local jurisdictions) for subsidies. It has lost billions during its ten years of existence, but its many admirers sing the praises of CEO Elon Musk, always using the term “consummate salesman”—perhaps it’s on his business card. Musk and fan club dream of “the next big thing” and engage in mutual masturbatory fantasies of transforming the world…and Mars. All this is harmless enough as fodder for dazzling audiovisual presentations and slick speeches, but downright dangerous when real billions, private and public, gets sucked in.

Meanwhile, the corporatocracy crucifies an old-line, profitable corporation, Volkswagen, that cheated on one of its hundreds of thousands of regulations. It undoubtedly wasn’t the cheating that got VW in trouble. Regulations are made to be cheated—it’s impossible to run a business without doing so—but the proper offerings must be made to the corporatocracy. If that were not the case, there would be Wall Street, Pharma, and Defense Contractor wings at federal penitentiaries. VW didn’t kowtow low enough or pay high enough to the bureaucrats and politicians, who retaliated, probably “nudged” by a VW competitor.

As a successful businessman, President Trump knows many of the corporatocracy’s skims, scams, and schemes. Perhaps that will enable him to keep his pledge and drain the swamp. However, it’s extensive, fetid, and teems with loathsome creatures, so a bet he’ll succeed involves exceedingly long odds. You’re probably better off buying Tesla stock.

Wells Meeting Turns Into Screaming Match, Shareholder Kicked Out After "Physical Approach" Toward Board Member

What may be the most controversial annual shareholder meeting in Wells Fargo history, in which the board is seeking re-election after last year"s misselling scandal, devolved into a screaming match on Tuesday morning and was briefly halted following interruptions by angry shareholders as the bank"s chairman and chief executive tried to calm nerves ahead of a vote that could oust the majority of its board.

According to Reuters, at least one shareholder was ejected and the meeting went into recess after he made what Chairman Stephen Sanger called a "physical approach" toward a board member. Others were escorted out and the meeting was interrupted several times as investors demanded answers related to the bank having created as many as 2.1 million unauthorized accounts in customers" names without their permission.

"You"re saying we"re out of order. Wells Fargo has been out of order for years!" the first angry shareholder said, before being ejected. Board Chairman Sanger and Chief Executive Tim Sloan repeatedly asked him to sit down because he was out of order, and then called a recess, only to have other shareholders stand and shout.

The meeting is unusual in that a dozen of Wells Fargo"s 15 directors on the ballot, who have come under fire after it was discovered that employees in its retail banking business had been creating accounts under customer"s names without their knowledge for years, face a rare negative recommendations from Institutional Shareholder Services (ISS). The influential proxy adviser argued that the group, including Chairman Stephen Sanger, failed in their oversight duties, although Wells Fargo"s top investor Berkshire Hathaway has already voted in favor of the bank"s board. According to the WSJ the board is expected to remain having clinched a majority of the votes.

Wells Fargo"s guidelines require that directors offer to resign if they fail to receive a majority of votes cast. But in practice, directors who win with less than 80 percent support should consider exiting the board, said Charles Elson, a University of Delaware expert on corporate governance, Reuters notes. "If they"re below 80 (percent) I"d say they have a lot of soul-searching to do," he said.

The bank"s board and management have said steps taken to fix problems and punish employees responsible for abuses show there is now strong oversight, and that directors nominated deserve to be elected. But the public firestorm that hammered its shares and led to the resignation of then-Chairman and Chief Executive John Stumpf last year was not forgotten. They repeated those messages on Tuesday.

"It"s been a busy seven months but we are focused on making things right," Sloan said.

At most S&P 500 companies, director support averages around 95 percent of votes cast, according to pay consulting firm Semler Brossy. Typically a recommendation from ISS that investors vote "against" a director will reduce the support they receive by an average of 17 to 18 percentage points.

Should Wells Fargo directors win narrow majorities - between 50 to 80 percent of votes cast - the board would have to decide whether to accept any individual director"s resignation. University of Pennsylvania law professor Jill Fisch said a likely outcome, in the event of a close vote, would be for the board to bring in fresh faces over a period of months or longer. "From a business perspective that may be the best response you could make," she said. "You don"t want the whole leadership to be in flux."