Chucking It

At today’s SEC open meeting on proxy access, Chairman Cox was definitely protesting too much, and as you know Shakespeare was all over that one.

The Chairman listed many reasons why the Commission absolutely positively had to clarify its position on proxy access right now this second before the 2008 proxy season got underway. Uncertainty was very dangerous, he said. So the Commission adopted today what Annette Nazareth (its sole Democratic member) has been snarkily calling the “non-access” proposal, over her dissent.

Many knowledgeable types who’ve been following this issue didn't share the Chairman's sense of urgency. This includes Ms. Nazareth, who not long ago noted that the proxy access question had been left hanging for the entire 2007 proxy season and “not surprisingly, the sky did not fall.”

Much as we admire certain aspects of Chairman Cox’s personality (namely, his fondness for Plain English and his boyish delight in technology), his handling of this issue has been overly cute, as in his parlor trick last summer of voting for both sides. If he had more spine, he would simply have grabbed a machine gun many months ago and blasted the whole proxy access concept to bits, Chuck Norris-style. Instead, he made nice to it for over a year, then quietly knifed it in the back at the last minute.

On November 14, Cox told the Senate Banking Committee he couldn’t predict how his agency would rule, saying all the Commissioners “take this issue very seriously and with an open mind.” He explained that the issue had generated 34,000 comments – the most for any SEC proposal in history - so there was still a lot of reading to do. But the idea that a mere two weeks ago the Commisssion was still debating this issue like the British Parliament strikes us as (duck, here comes more Shakespeare) “an improbable fiction.”

At least we didn’t waste our time writing a comment letter, like those 34,000 poor suckers.