shareholder proposals

CommonWealth REIT, a REIT that has more or less decided to enthusiastically own the title of “worst governed company in America,” did a pretty great thing yesterday:

Following the appeals of activist investors, shareholders of office landlord CommonWealth REIT on Tuesday forced the resignation of a trustee on the company’s board, Joseph Morea, by failing to give him a majority of votes.

The rest of the board didn’t need to look far for a replacement. On Wednesday, the board announced it had voted Morea right back into his old seat.

Morea lost a binding shareholder vote on whether he could keep his job – “CommonWealth’s bylaws require directors to resign if they don’t get a majority” – and the board told the shareholders to go fuck themselves.1

The sense I’m getting is that Jamie Dimon is going to win his can-he-still-be-chairman vote, which I find a little disappointing – not because I want him to stop being chairman, but because the truly Dimonesque move here would be to lose the vote and stay chairman anyway. “Think I’m too unconstrained? I’ll show you unconstrained!” etc. It would fit well with this: Read more »

  • 24 Jan 2013 at 6:10 PM
  • Banks

JPMorgan Sees No Need To Appoint Committee To Break Up JPMorgan

Do you have an opinion on whether JPMorgan is too big to manage and should be broken into its constituent bits? You do? Hey, that’s great, good for you. Here’s what you can do about it, in roughly descending order of effectiveness:

  • Be Jamie Dimon, do what you want.
  • Be a board member, try to convince others to do what you want.
  • Be a big activist1 hedge fund, call up the board and management and try to make them do what you want.1
  • Be a sell-side analyst, regulator, politician, former bank CEO, pundit, blogger, or person; write down what you want JPMorgan to do and why you want them to do it; and hope that they read it.
  • Same, but with Twitter.
  • Keep it to yourself and go about your business like a human.
  • Be a troublemaking shareholder activist2 and submit a shareholder proposal asking the board to include in the proxy an advisory vote on whether JPMorgan should form a committee to look into doing the thing you want or something else like it or not like it.

This is sort of a non-thing: Read more »