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Shareholder rights could be weakened by the new Trump order that reins in proxy advisors

Corporate governance analysts and lawyers said that a new White House directive aimed at reining in proxy advisory firms is a major step in a Republican effort to weaken investors' role and give more power to CEOs. U.S.?President Donald Trump last week told the U.S. Securities and Exchange Commission and others agencies to increase oversight over proxy advisers Institutional?Shareholder?Services and?Glass, Lewis & Co, who help mutual fund companies and big institutional investors decide on how to vote in corporate elections.

They are able to influence their clients because they hold important positions in Fortune 500 companies around the world.

Trump's order said the proxy firms often use their power "to advance and prioritize radical politically-motivated agendas," including supporting environmental and social issues at the expense of shareholder returns. The directive is at the core of a debate which has divided U.S. shareholders and European investors: How much should climate change or diversity in the workforce factor into investment decisions?

More than Money

"This is more than just fiduciary duty." Sarah Wilson, CEO at British proxy adviser Minerva Analytics, said that this is a geopolitical "warfare" through the financial markets. She said that Minerva’s clients are primarily based in Europe and the United Kingdom. They want to maintain their Russell 3000 investments, but they worry about Trump’s?order, and similar actions taken by Republican-led state.

Wilson explained that "our clients are not rabid socialists, but they do want to get good returns in the long run with a risk-adjusted return."

Trump's order directs, among other things the SEC to "revise?or repeal all rules" relating to shareholder proposals. This has investor activists worried that one of their main tools to pressurize companies could be taken from them.

Shareholders are often seen as being more accountable when they support proxy measures that call for limits on CEO compensation or voting for board directors. The agencies could reduce shareholder power if they follow Trump's orders. This would make it more difficult for investors to influence companies via proxy campaigns. Sanford Lewis, an attorney representing shareholder activists, stated that the order is based on premise issues such as diversity or the environment do not relate to financial performance.

Lewis stated that the White House is "trying their view on investors".

Take Politics Away

U.S. trade groups have praised the order as it will remove politics from business decisions and protect profits. Charles Crain is the managing vice president of the National Association of Manufacturers and said that Trump's plans will protect against the firms' excessive influence. He also addressed issues such as what he called the "investment advisors' over-reliance" on these entities.

Michael Littenberg of Ropes and Gray said that the order was part of a larger debate about?how investors can be protected while markets are robust.

He said, "We're in the middle of what will likely be a once-in a generation governance recalibration." Unnamed White House officials said that the order was meant to increase investors' focus on maximising returns.

"The only thing this executive order interferes with is the monopolistic ?practices of foreign-owned proxy advisors that seek to advance radical politically-motivated agendas," the official said.

PUNCHING BAGS

In 2020, Deutsche Boerse will buy the majority of Institutional Shareholder Services, a top proxy advisor. Glass Lewis is owned and operated by Canadian private equity firm Peloton capital, headed by Stephen Smith. Trump and his appointees began to reduce shareholder influence as soon as they took office. They have given boards greater control over annual meeting ballots, and put new filing requirements for index fund managers BlackRock or Vanguard, if management exerts pressure. Top CEOs such as Elon Musk, Jamie Dimon and other top executives have targeted proxy advisers. They also received support from pension fund and Democratic leaders. The firms took steps to reduce environmental shareholder resolutions in response to a larger backlash against their support for ESG investing. These shifts didn't spare them from ongoing scrutiny, even before Trump’s order. They also faced criticism from Republican-led states.

Dan Crowley is a partner at the Washington law firm K&L Gates. He said that Trump's executive order has continued to reduce shareholder engagement.

The order "perpetuates a fiction that investors are either concerned about ESG on the one hand, or about pecuniary return on the other. In reality, most large investors are concerned about ESG because of their potential impact on long-term risk-adjusted financial returns."

(source: Reuters)