TheCorporateCounsel.net

Let’s gear up for the ’13 proxy season with a little humor. Proposal #12 from this Form 6-K filed by Nomura Holdings – a Japanese investment and financial services company – is quite an eye-opener. This shareholder proposal – entitled “Amendment to the Articles of Incorporation (Regarding overhaul of basic daily movements)” – would require that all toilets in the company’s offices be Japanese-style toilets, which are on the floor requiring the user to squat. The proponent’s reason for the proposal is that the company is on the verge of bankruptcy and it is time to get serious. Or more specifically as noted in this article:

“cannot avoid bankruptcy if it merely adopts a spiritual approach such as encouraging sales persons to speak in a loud voice, but the company can surely avoid failure if they straddle over a Japanese-style toilet every day and strengthen their lower body.”

Anyways, be glad that you are not dealing with shareholder proposals in Japan. As noted in this Huffington Post article, the proponent who submitted this toilet proposal had submitted a total of 100 proposals to Nomura, of which only 18 were accepted for the ballot. I didn’t do diligence to rifle through the 19 proposals to be voted upon and see if they were from the same proponent – but the title of Proposal #5 did catch my eye: “Amendment to the Articles of Incorporation (Regarding limit on the ratio of personnel expense to income and giving three banzai cheers)”…

Two Reports on Shareholder Proposals: Environment, Social & Declassification

Two reports about shareholder proposals were issued this week. One is entitled “Key Characteristics of Prominent Shareholder-sponsored Proposals on Environmental and Social Topics, 2005-2011” from the IRRC Institute (Ernst & Young did the legwork). The other is the “2012 Shareholder Rights Project Report,” which includes these stats from this initiative spearheaded by Prof. Lucian Bebchuk:

– 48 S&P 500 companies entered into agreements to move toward declassification;
– 38 successful precatory proposals, with average support of 82% of votes cast;
– Over 60% of successful precatory proposals by public pension funds and over 30% of all successful precatory proposals; and
– 42 board declassifications, reducing the number of classified boards among S&P 500 companies by one-third.

You Commit Fraud in China? Death

As noted in this article from way back, two brothers and their father were sentenced to death recently for cheating 15,000 investors out of over $1.1 billion. And this Bloomberg article notes how a woman was sentenced to death for engaging in a $113 million fraud a few years back…

– Broc Romanek