http://www.concernedshareholders.com/

INDEPENDENT AND/OR ACCOUNTABLE CORPORATE DIRECTOR = OXYMORON?

"MEANINGLESS ELECTIONS, WHERE THE OUTCOME IS DECIDED IN ADVANCE, FELL OUT OF FAVOR AFTER THE COLLAPSE OF THE BERLIN WALL -- EXCEPT IN CORPORATE AMERICA." (FORTUNE MAGAZINE, 3/9/06, "FIXING CORPORATE BOARDS") "WHAT WOULD YOU CALL AN ELECTION IN WHICH VOTERS ARE PRESENTED WITH ONLY ONE SLATE OF CANDIDATES AND INFORMED THAT VOTES AGAINST THAT SLATE WILL NOT MATTER?" (NYT, 4/4/03, "WILL S.E.C. ALLOW SHAREHOLDER DEMOCRACY?") "DEMOCRACY IS ONE OF THOSE FUNNY CONCEPTS THAT MOST PEOPLE SUPPORT UNTIL THERE'S A DANGER THEY WON'T WIN." (CBS. MARKETWATCH.COM, 1/31/04, "FAIR ELECTIONS? NOT FOR U.S. CORPORATIONS")

WHY SHOULD YOU CARE WHETHER MEMBERS OF CORPORATE BOARDS OF DIRECTORS, WHO SUPPOSEDLY SUPERVISE CORPORATE BEHAVIOR, ARE ACCOUNTABLE TO ANYONE? CORPORATIONS EXERCISE SUBSTANTIAL CONTROL OVER OUR DAILY LIVES AND THE LIVES OF OUR CHILDREN. TO A GREAT DEGREE, CORPORATIONS CONTROL THE QUALITY OF THE FOOD WE EAT, THE AIR WE BREATHE AND/OR THE THOUGHTS WE THINK.

SHAREHOLDERS (THE TRUE OWNERS OF CORPORATE AMERICA) SHOULD BE ENTITLED TO A FAIR AND IMPARTIAL OPPORTUNITY TO ELECT TRULY INDEPENDENT DIRECTORS. THE REALITY; HOWEVER, IS OTHERWISE. "DONALD TRUMP MAY HAVE POPULARIZED THE PHRASE 'YOU'RE FIRED,' BUT IT SEEMS THAT ONCE YOU'VE REACHED CERTAIN RAREFIED STRATA IN AMERICAN LIFE --- FAR, FAR REMOVED FROM A MERE APPRENTICESHIP --- THERE IS LITTLE DANGER OF BEING HELD ACCOUNTABLE FOR YOUR ACTIONS." (LA TIMES, 12/8/04, "YOU'RE [NOT] FIRED!") THE PERFORMANCE OF CORPORATE DIRECTORS WILL ONLY IMPROVE WHEN THEY CAN BE HELD PERSONALLY ACCOUNTABLE TO SHAREHOLDERS FOR THEIR ACTIONS, E.G., VOTED OUT OF OFFICE AND REPLACED BY CANDIDATES NOMINATED BY SHAREHOLDERS WHOSE NAMES APPEAR ON THE CORPORATE BALLOT. UNTIL SHAREHOLDERS CAN SEEK PERSONAL ACCOUNTABILITY THROUGH AN ECONOMICALLY FEASIBLE PROCEDURE, MANAGEMENT AND DIRECTORS, THEIR FIDUCIARY DUTY TO SHAREHOLDERS NOTWITHSTANDING, WILL CONDUCT "BUSINESS AS USUAL."

RULES OF THE SECURITIES AND EXCHANGE COMMISSION ("SEC") HAVE CAUSED THE PROBLEM. WE HAVE FILED A FORMAL PETITION FOR RULEMAKING AND SUPPLEMENTARY COMMENTS WITH THE SEC TO ELIMINATE THE RULE. YOU CAN ASSIST TO BRING ABOUT MUCH NEEDED CHANGE BY EMAILING YOUR COMMENTS DIRECTLY TO THE SEC. PLEASE SEE, Shareholders Unite! - Petition for Rulemaking (SEC File No. 4-461). HUNDREDS HAVE ALREADY DONE SO.

HE SEC IS CONSIDERING WHAT IT BELIEVES TO BE PROXY REFORM. WE ARE SKEPTICAL OF THE SEC'S COMMITMENT TO ACHIEVING DIRECTOR ACCOUNTABILITY. PLEASE SEE, Problems With Proposed SEC Rule 14a-11, Problems With SEC Disclosure Requirements AND OUR FORMAL COMMENTS TO THE SEC. ON MARCH 10, 2004, THE COMMITTEE OF CONCERNED SHAREHOLDERS WAS A PANELIST AT THE SEC'S SECURITY HOLDER DIRECTOR NOMINATIONS ROUNDTABLE IN WASHINGTON, D.C., AT WHICH THE COMMITTEE SUBMITTED ITS WRITTEN COMMENTS. A BEHIND-THE-SCENES PROSPECTIVE WAS PUBLISHED. (CORPORATE GOVERNANCE, MARCH-APRIL 2004, "REPORT FROM THE FRONT")

"PRESIDENT BUSH HAS BEEN PREACHING THE BENEFITS OF DEMOCRACY TO PEOPLE THROUGHOUT THE MIDDLE EAST. BUT BACK HOME, CORPORATE EXECUTIVES AND SECURITIES REGULATORS ARE MAKING IT CLEAR THEY DO NOT BELIEVE THAT WHAT IS GOOD FOR IRAQIS WILL BE GOOD FOR GENERAL MOTORS --- OR ANY OTHER PUBLIC COMPANY." (NYT, 2/13/05, "NO DEMOCRACY ON THESE BALLOTS") THE BUSINESS ROUNDTABLE, IN A THINLY VEILED ATTEMPT TO CONTINUE TO SKEW THE CORPORATE ELECTION PROCESS IN FAVOR OF CORPORATIONS, WHILE IGNORING SUBSTANTIAL SHAREHOLDER INTERESTS, HAS RECENTLY PETITIONED THE SEC. THE COMMITTEE SUBMITTED ITS RESPONSIVE WRITTEN COMMENTS TO THE SEC. THE BUSINESS ROUNDTABLE AND THE CHAMBER OF COMMERCE ARE DESPERATE TO DEFEAT ANY COMPONENT OF SHAREHOLDER DEMOCRACY. SEE, "CORPORATE CRONIES: HOW THE BUSH ADMINISTRATION HAS STALLED A MAJOR CORPORATE REFORM AND PLACED THE INTERESTS OF DONORS OVER THE NATION'S INVESTORS" BY PUBLIC CITIZEN --- CONGRESS WATCH (OCTOBER 2004).

"RICHARD BREEDEN, FOUNDER OF ACTIVIST INVESTMENT FUND BREEDEN CAPITAL MANAGEMENT ... LIKE MANY INVESTORS WHO TRY TO PRESSURE COMPANIES TO CHANGE STRATEGIES OR MANAGEMENT ... INVESTS ONLY IN COMPANIES THAT FALL BEHIND THEIR PEERS. ... BREEDEN'S BACKGROUND AS A FORMER SEC CHAIRMAN SEEMS TO GIVE HIS CAMPAIGNS MORE CLOUT.... THE FORMER SEC CHAIRMAN HAS HARSH WORDS FOR COMPANIES THAT TRY TO FEND OFF ACTIVISTS WITH LEGIONS OF LAWYERS AND PUBLIC RELATIONS FIRMS TO ATTACK THEIR MOTIVES AND STRATEGIES. HE SAYS THE SEC IS PARTLY RESPONSIBLE FOR FAILING TO REQUIRE CORPORATE AMERICA TO BE MORE SHAREHOLDER FRIENDLY, A RARE PUBLIC REBUKE OF THE AGENCY BY A FORMER OFFICIAL. 'I WOULD LIKE TO SEE THEM DO MORE TO ADVANCE THE INTERESTS OF SHAREHOLDERS IN CORPORATE GOVERNANCE,' BREEDEN SAID OF THE SEC. 'THEY HAVE FALLEN SHORT.'" (REUTERS, 1/22/08, "FIRMS KEEP BLOCKING ACTIVIST INVESTOR'S GOAL")

Go PTSC Onwards and Upwards!

Cheers~