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Financial 411: New SEC Rules, and a New Building on the Horizon

Wednesday, August 25, 2010

Another day of disappointing economic news sent stock markets down when the opening bell rang this morning. At one point, the Dow Jones traded below 10,000. But by the end of the day, the markets managed to recover and ended the day positive. The Dow was up 19 points to close at 10,060. The Nasdaq gained 18, ending the day at 2,141. The S&P 500 was up 3 points.

Investors and economists were troubled to learn that new home sales in July fell to their lowest level on record. According to the Commerce Department, new home sales fell more than 34 percent compared to a year ago. The news comes one day after existing home sales fell to a 15-year low last month. So far, housing sales in July are off more than a quarter from a year ago.

The drop in home sales comes even as mortgage rates continue falling to record lows. The Mortgage Bankers Association reports that the average rate of a 30-year fixed loan fell to 4.55 percent last week. While there may be fewer buyers, homeowners are rushing to refinance. Requests for refinancing represented four out of every five applications.

SEC Decision Gives Shareholders a Larger Role

How democratic should publicly traded companies be? A lot more democratic, according to the Securities and Exchange Commission. The regulator adopted a rule today that will allow shareholders owning three percent or more of a company's stock -- for three years or more -- to nominate directors. That's something they have not been able to do in the past. The move could have big ramifications for executive pay and business strategy at the nation's largest companies.

Peter Gleason, managing director of the National Association of Corporate Directors answers questions about the new rule.

The SEC is changing the rules of proxy access to allow direct shareholder nomination of directors, rather than having the board essentially nominate a new board. Can you explain how this will work, and how it's different from the current system?

The SEC has basically implemented today a system to respond to the shareholder request for the last several years to have more input into director selection and nomination. Traditionally, the board has a nominating committee. It is required under the stock exchange listing rules to be independent. That nominating committee does things like evaluate the board, but it also goes out and seeks new candidates for the board as they're needed. But part of that process is to evaluate the skills that are on the board, and align the skills of the directors with the long-term strategy of the company. So we think this is a critical piece of a vetting, basically, of potential candidates to be on the board to make sure that everything is aligned and it's moving the company forward. This process that the SEC has put in place now is basically bypassing that nom-gov committee. We feel it's somewhat politicizing the director nomination process.

Is it fair to say the change today was largely motivated by the financial crisis, the perception by some that the boards of big financial institutions were rubber stamps, and they failed to see the meltdown coming?

I think that's some of the perception, but I don't think that's the reality. The movement towards proxy access, and the ability for shareholders to nominate candidates in a more transparent way has been underfoot for a long time. This really culminates the effort and probably got a good strong push from the financial crisis.  

Your group, which represents corporate boards, does not like this new rule. Do you believe there are problems with corporate governance and, if so, what's a better way to fix the issue?

There's always going to be problems with corporate governance. That's what our organization is here to do, is help boards become better boards, and directors become better directors. What's a better solution? I think there are probably two very good ones. One was one we suggested to the SEC, which is private ordering, which gives the shareholders the ability to opt out of this one-size-fits-all type legislation, and determine for themselves if they want to go forward with a proxy access system where shareholders can directly nominate.

Changes Coming to the New York City Skyline

The City Council has approved, 47 to 1, a proposed office tower at 33rd Street and 7th avenue. The project has been criticized by the owners of the Empire State Building, who say the new skyscraper only a few blocks away, and almost as tall as, the city's tallest building would mar the skyline.

WNYC's Matthew Schuerman was there for the vote by the City Council.

Matthew, how did the council members explain their vote?

A number of them actually saw the fact that this building is so high and would change the skyline, would rival the Empire State Building in height, as a good thing, as a sign of the city's economic vibrancy. The speaker, Christine Quinn, said it sends a message that we are preparing our city for the 21st century.

Is this the end of the matter, is there any way for the Empire State Building owners to continue to oppose the new building?

The owners actually sent out a statement shortly after the vote, saying that basically while they disagree with the council's point of view, they respect it. The council is the representative body of the people of New York, and they accept their decision.

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