Michael S. Piwowar is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on Commissioner Piwowar’s statement at a recent open meeting of the SEC, available here. The views expressed in this post are those of Mr. Piwowar and do not necessarily reflect those of the Securities and Exchange Commission or its staff.
Several months ago, Chairman Scott Garrett of the House Subcommittee on Capital Markets and Government Sponsored Enterprises raised questions about how the Commission has been prioritizing its resources. [1] As he noted, the universal proxy initiative has been pushed for years by special interest groups and it would increase the likelihood of proxy fights at public companies, thereby distracting management and employees from carrying out their core mission. [2]
The ultimate losers in these fights will be the public shareholders of these companies. As today’s release itself notes, a universal proxy may empower specific groups of shareholders, who may use their increased influence to advance their own special interests at the expense of other shareholders. [3]