Monday, June 2, 2008

How to draft a resolution

Suppose you, dear reader, are an activist.

You believe something wrong is underway, and want to use the mechanisms of capitalism to help make it right. You're concerned, for example, that a certain mining company, operating in a tropical region, may expand its operations in a way that would run roughshod over the interests of the indigenous inhabitants.

You might want to introduce a resolution at the next shareholders' meeting asking that the company postpone that expansion "until a just, accepted, peaceful and permanent resolution of local indigenous concerns can be reached in consensus-based process with all stakeholders."

Then you'll be happy to know that, at least if you word your resolution with some care, you can require the company to include it in the proxy materials sent to all shareholders, under existing Securities and Exchange Commission regulations.

I mention this because there is a fascinating discussion of this point on the Friends of the Earth website here.

Through that page and the others to which it links, FoE examine both resolutions that have been accepted onto the proxy materials (sometimes over management objections) and those that the management have successfully managed to exclude. A neat dos-and-don'ts primer.

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