Carl Icahn is escalating his attacks on a U.S. Securities and Exchange Commission plan that he warns will make it harder for shareholders to hold companies accountable for poor performance.
In a Feb. 7 letter to the SEC, the 83-year-old activist investor called a proposed overhaul of shareholder voting rules “a big step backward” for corporate governance.
The billionaire argued the changes would unfairly tip the scales toward management in elections that determine corporate strategy and who sits on the board.
At issue are a series of SEC proposals announced in November that would rein in proxy advisory firms and make it harder for investors to get their petitions on corporate ballots. The revamp is particularly relevant to Icahn, who’s frequently used shareholder elections to oust directors.
“Companies spend a fortune to protect the status quo,” Icahn said in an interview. “The agenda of the boards -- their agenda is different than the shareholders they’re supposed to protect.”
Business Lobbying
On the other side of the fight are corporate executives who claim that shareholder campaigns unfairly target them and prevent management from executing on long-term strategies. The U.S. Chamber of Commerce and other business groups have long pushed for more regulation of proxy advisors and for rules that would help insulate companies from shareholder petitions on contentious issues like climate change and human rights abuses.
Proxy advisors are paid by mutual funds and other investors to conduct research and ultimately make recommendations on how shareholders should vote their stock. The firms play a crucial role for investors like Icahn because their advice can often determine whether activist campaigns are successful.
The SEC has been deluged with comment letters from pension funds, hedge funds, business executives, and religious and social groups over its plans. SEC commissioners will have to hold a second vote for the rules to become final. Icahn’s letter follows a Wall Street Journal op-ed he wrote in November blasting the SEC proposals.
SEC Chairman Jay Clayton, who was appointed by President Donald Trump, and Republican SEC Commissioner Elad Roisman have both said that the proxy voting process needs to be revamped.