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Shareholder Decries Disturbing SEC Ruling Agribusiness Goliath Monsanto Avoids Vote to Establish Allegiance to U.S. Constitution

November 21, 2008

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Napa, CA - The Securities and Exchange Commission (SEC) staff has announced that it will allow Monsanto Corporation to exclude from the proxy a controversial proposal seeking to establish the company's and directors' allegiances to the U.S. Constitution.

 

Harrington indicated that he will appeal the ruling to the SEC Commissioners.

 

Harrington Investments, Inc., (HII) a socially responsible investment advisory firm, introduced the binding bylaw amendment that would require directors to adopt an oath of allegiance to the United States Constitution.

 

Monsanto management sought permission from the SEC to disqualify the proposal on grounds that it is vague, unfair, illegal, difficult to implement, and would cause directors' to be forced to violate their fiduciary duties.

 

Explaining the SEC's decision, Special Counsel Michael Reedich seems to acknowledge that the SEC relied exclusively upon Monsanto's lawyers. The only justification for the SEC's ruling states: "We note that in the opinion of (Monsanto's) counsel, implementation of the proposal would cause Monsanto to violate state law. Accordingly, we will not recommend enforcement action to the Commission if Monsanto omits the proposal from its proxy materials."

 

"Monsanto's attorneys seem to have received a very receptive audience with the SEC staff. Perhaps it was naive of me to have hoped that the natural born citizens of the United States of America would receive similar consideration," stated Harrington.

 

"Monsanto is chartered, traded, and headquartered in the U.S. It is protected and defended by the same constitution that guarantees the company all of the rights and freedoms that you and I have, except Monsanto is worth many billions of dollars, employs legions of lawyers and lobbyists, and is virtually immortal, so I might argue that Monsanto is a little more free than the rest of us."

 

Monsanto is among the world's largest agri-chemical and biotech companies. It reported $8.5 billion in 2007 revenues and is the dominant player in the seed industry, boasting a major market share of sales of genetically modified foods.

 

"As was recently noted by the President of the General Assembly of the United Nations during the opening of the High-level Event on the Millennium Development Goals, Monsanto Corporation has tremendous influence over the food security of every nation. It stands to reason that while Monsanto Corporation - a Delaware company - is guaranteed certain rights and privileges under the United States Constitution, Americans would also want to be assured that directors are not antagonistic to the ideals and principles the Constitution espouses," said John Harrington.

 

The resolution was the latest in Harrington Investments' longstanding ownership-advocacy relationship with Monsanto management. Last year, a proposal to eliminate director indemnification in cases of egregious negligence or ineptitude was rejected by the stockholders. In 2005 Harrington submitted a resolution that called for the formation of an ethics oversight committee in response to Monsanto being fined for violating the Foreign Corrupt Practices Act. However, the SEC allowed Monsanto to omit the resolution from the proxy statement and ballot, asserting that it related to the company's "ordinary business."

 

For the past 30 years, Harrington Investments, Inc. has been pioneering socially responsible investing and shareholder advocacy. HII manages approximately $200 million in assets for institutional and individual investors concerned with social and environmental, as well as financial performance.

In addition to Monsanto, Harrington has introduced several other binding corporate bylaw amendment resolutions this year. If approved, these bylaw proposals would result in innovations such as the creation of board level human rights or environmental sustainability committees.

 

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