“The SEC, on a lawyer-inspired technicality, has allowed Bank of America to escape a shareholder vote to create a corporate board committee on U.S. economic security,” said John Harrington, President and CEO of HII.  “This SEC action is shameful, especially since President Obama’s Director of National Intelligence, retired Navy admiral Dennis Blair, recently testified before the U.S. Senate Intelligence Committee that national security is threatened by economic instability.”

Harrington added that the SEC’s action was especially surprising, noting that the newly elected President had recently appointed a new chair of the SEC, Mary Shapiro, who had promised to make sweeping changes at the SEC, especially supporting corporate governance reform and giving a greater voice to shareholders. 

“Shareholders, the owners of corporations, can’t even nominate directors; they are self-nominated.  Now we’ve learned we can’t even get a proposal on the ballot to get Bank of America, which has received $45 billion in public finds, to consider U.S. economic security in setting corporate policy,” Harrington said.

HII filed shareholder resolutions last year with Bank of America, Citigroup and Goldman Sachs that would amend the bylaws of the corporations requiring that they create a board committee on U.S. economic security because of the more than $100 billion bailout the bank holding companies received from the federal government.  Bank of America and Citigroup challenged the proposals and asked the SEC to allow the companies to exclude the resolution from the proxy material and deny a shareholder vote claiming the committee selection process violated Delaware’s state law.  HII’s attorney countered Bank of America’s legal opinion with its own, but the SEC ruled that Bank of America could exclude the HII resolution, stating: “We note that in the opinion of your counsel, implementation of the proposal would cause Bank of America to violate state law.”

Harrington noted that the SEC clearly disregarded his attorney’s opinion and was predisposed to support corporate management.

######################