SEIU's Secret Weapon: If Obama's Plan Fails, Brandish the Shareholder Resolution

We saw their fury throughout 2009: “Capitalism is Dead”, “Kill the Corporation”, “Bust Up Big Banks”, “Greed Kills”, “Bank of America, Bad for America”. The Service Employees International Union (SEIU) led an all-out assault on Wall Street – and on capitalism and corporations – coining words and phrases that have since become common staples in the vocabulary of the bank-bashing craze. That fury hit a fever pitch last March when word of the AIG bonuses went public. It was the SEIU out in front of the protests, at AIG offices, and bussing protestors to the homes of AIG executives.

The months that followed saw more of the same. In April, SEIU hailed the ousting of General Motors CEO Rick Wagoner. That same week, it stepped up its battleplan with the Mother of all Corporate Campaigns against Ken Lewis, Bank of America CEO and Chairman – complete with videos, rolling billboards, smear sites, petition drives, letter campaigns, media blitzes and more, while it placed equal attention on Bank of America, forcing the company to respond with a $40 million image boosting campaign of television and print ads.

And by October, SEIU’s bank bashing crusade climaxed again at the American Bankers Association annual meeting, with its greatly publicized “Showdown in Chicago“, where some of the protestors dressed in Grim Reaper garb chased down meeting attendees, brandishing cleavers and butcher knives emblazoned with bloody-looking slogans such as “Making a Killing” and “Greed Kills”. Clearly, the aim was to intimidate, yet none of the media outlets apparently felt any duty to call out such theatrics. That event also featured a star-studded cast that included everyone from Andy Stern, to Anna Burger, Richard Trumka (AFL-CIO), the Rev. Jesse Jackson, Senator Dick Durbin (D-IL), FDIC Chair Sheila Bair, and even Armando Robles of the now infamous Serious Materials, which was recently featured on Stossel’s Crony Capitalism special.

In November came the much anticipated Goldman Sachs protest. While the event was promoted in advance by media outlets like Politico, it turned out to be more of a letter delivery than a protest. Nonetheless, Andy Stern was once again the notable headliner.

All told, there’s certainly been no shortage of bank bashing tirades. Labor unions like SEIU in particular have been especially dramatic in both prose and propaganda, as the photo and some of the videos referenced above demonstrate.

And now, as the Obama administration and liberal Democrats in Congress come to terms with the impact of the Scott Brown victory in the recent Massachusetts election on their progressive policy agenda, the gears in Washington DC seem to have shifted into regressive campaign mode. President Obama is making the rounds again in familiar town hall style, complete with the typical backdrop of carefully selected audience members placed atop tiers of risers, flanked by flags and slogans. Obama is now presenting an “I’m just a regular guy like you” sort of persona, as he refocuses his key issues on jobs and the economy.

But the telltale signs of big labor’s influence over the President’s agenda clearly surfaced on January 21^st, when Obama announced a major crackdown on Wall Street banks.

“What we’ve seen so far in recent weeks is an army of industry lobbyists descending on Capitol Hill to try to block commonsense rules,” Obama said. “If these folks want a fight, it’s a fight I’m ready to have.”

Sure, it’s an easy fight to pick. After the months of unrelenting populist rage against the perceived enemy that is the “Wall Street Fat Cats,” as the president refers to them, there would hardly be much pushback from the general public. Especially with all the anti-capitalist rhetoric and theatrics from the likes of progressive protestors, community organizers and labor unions. Even Hollywood and the press have joined that bandwagon. But behind all of the ire is labor’s real agenda, one that is completely irrelevant to the majority of Americans.

Now, I am certainly not defending the practices of some of the banks – the behavior of some has been irresponsible and reckless. I think we all acknowledge that. But considering that labor unions like SEIU represent such a small minority of “the American People,” why have we seen such constant, organized angst on a widespread scale from SEIU? No other outfit has been anywhere near as visible or as aggressive as SEIU on this front. While everyone else made their points, said their peace and moved on after April, SEIU continued and escalated its attacks month after month. One has to wonder, how much of it is truly in the sincere interest of “protecting the American people”? (Especially considering that labor unions represent only a tiny portion of all Americans – and all of us have been greatly impacted by the financial crisis). And why no protests against Fannie Mae and Freddie Mac, or the auto industry?

Even noted law firms, like Hunton & Williams, and Morgan & Lewis took notice, and published their suspicious of the sincerity of the labor union’s motives.

You could almost have predicted the storyline and its lead-up to the populist outrage. If you kept your eye on Andy Stern and the SEIU Master Trust.

In a 1972 book, “The Unseen Revolution: How Pension Fund Socialism Came to America,” author Peter Drucker studies the role that government and labor union pension funds play in the financial sector. He described that unknowingly, the US over time has “socialized” our economy without actually “nationalizing” it, by way of the pension funds of America’s workers.

“Through their pension funds, employees of American business own today at least 25 per cent of the equity capital of American business. The pension funds of the self-employed, of public employees, and of school and college teachers own at least another 10 per cent more, giving the workers of America ownership of more than one third of the equity capital of American business. Within another 10 years the pension funds inevitably will increase their holdings and will, by 1985 at the latest, own at least 50 per cent of the equity capital of American business…these “institutional investors” together own the controlling interest in the company and, indeed, the company could not be financed unless the “institutional investors”-the pension funds –were willing to invest in it…”

(Click here for an article version of Drucker’s book, with contributions from Thomas Sowell and others)

Drucker went on to explain that the United States economic system actually has devolved from pure capitalism into more of a version of “decentralized market socialism,” citing General Motors and the United Auto Workers (UAW) union’s pension fund as among the first to foray into investment in the private capital market funds, as is now so common today. While Drucker wrote the book generally in support of the workers’ cooperative stake in private business, he warned then that private corporations would come to rely too much upon the pension funds, and the true incentive of self-interest normally created by Capitalism could eventually go away.

“The emergence of the pension trust makes final the divorce of traditional “ownership” from “control”…For the pension funds are not “owners.” They are investors. They do not want “control.” Indeed, they are legally disqualified from “control.” The pension funds are “trustees”: It is their job to place the beneficiaries’ money in the most profitable investment. They have no business trying to “manage.” If they do not like a company or its management, their duty is to sell the stock. To sit on a board of directors, for instance, and accept the obligations of board membership, is incompatible with the duties of the trustee which the pension-fund managers have to discharge and which have been sharply and strictly defined in the Pension Reform Act of 1974.”

To be fair, the author later emphasizes that institutional investors should exercise their voice in representing their interests. Utilizing your proxy vote and providing feedback to the board as an active shareholder is a good thing! But as others have noted, the potential for abuse also exists, if union shareholders engage the board for purposes other than their pension investment interests. Drucker (and lawmakers in the 1970’s) expected that shareholders and their trustees would either engage to positively affect the stock, or they’d sell it if they didn’t like the company’s management. Perhaps it is this observation that SEIU’s Andy Stern has seized upon. Rather than sell the stock, maybe Stern wants to control the companies in which his pension trust is invested. It may have less to do with protecting pension investments and more to do with unionizing workers at those companies.

You Don’t Want a Union? This is My Baseball Bat & I Call It “Shareholder Resolution”

Of all those companies that have been SEIU’s protest targets, most have been the very same corporations in which the $1.9 billion SEIU Master Trust and some of parent Change to Win Investment Group’s $217 billion are invested. Is it also coincidence that many of these corporations were also the very targets of SEIU unionization efforts?

In early 2009, Andy Stern and Anna Burger wrote to the White House and Congress, demanding a list of financial reforms be legislated immediately, including a central regulator, and control over executive compensation and bonuses. Then in April, SEIU Master Trust director Stephen Abrecht sent a letter to 29 financial firms in which the trust holds investments, demanding that the companies’ directors investigate more than $5 billion in paid bonuses that SEIU says were based upon false metrics. Among those firms on the list were AIG, Goldman Sachs, JP Morgan Chase, Morgan Stanley, Citigroup, PNC Financial Services and others.

Shortly thereafter, SEIU proposed a number of shareholder resolutions to the boards of many of the companies on that same list, requesting everything from ousting CEOs or board members to controlling employee compensation structures. Meanwhile, outside on the streets, SEIU’s protests were often coordinated with company meetings and events. As banks and the U.S. Chamber of Commerce fought against the Employee Free Forced Choice Act legislation, SEIU levied shareholder resolutions against them and issued more demands to Congress for immediate consumer protection and financial reform.

When Anna Burger then testified in front of the Congressional Financial Services Committee in September, not only did she push for a central bank regulator and other financial reforms, but she concluded her testimony by calling for the unionization of bank workers, insisting that the bank workers could then “speak out in protection of consumers” without fear to prevent future crisis.

Not surprising, since SEIU has had its eye on unionizing bank workers for quite some time, placing repeated pressure on banks for years and conducting endless rounds of their infamous corporate campaigns.

I was also interested when SEIU celebrated the victory of Brazilian bank workers who in October had won a wage increase and other concessions after a 10-day strike there, through the efforts of SEIU’s partnering coalition Central Unica dos Trabalhadores (CUT). In November, SEIU sent a delegation of its own members down to Brazil to learn more about their partner union’s bank campaign.

Prior evidence of SEIU’s bank organizing attempts had already surfaced one year earlier after emails between Inga Skippings of SEIU and ACORN were publicized, revealing their collusion on the effort to unionize bank workers, since, as Skippings put it, “the banking industry is now being infused with billions of taxpayer dollars.”

“We need to get a handle on who these workers are, working conditions, etc.,” Skippings wrote.

“Do you have ACORN members who work for banks or Freddie Mac/Fannie Mae? Is there anyway [sic] you could check? The banks we’re most concerned about are:

Fannie Mae, Freddie Mac, Chevy Chase/B.F.Saul, BB&T, SunTrust, Bank of America/Countrywide, Wachovia/Wells Fargo, PNC Bank/National City, Citigroup

Please let me know and if you have other suggestions, I’d love to hear them.”

Of course, after months of SEIU’s repeated and relentless attacks against Bank of America CEO Ken Lewis, demands that Bank of America fire him, and finally a shareholders resolution to oust him, Lewis stepped down as CEO in September 2009, while Andy Stern took full credit for Lewis’ resignation on Twitter. SEIU even went so far as to demand that Kenneth Feinberg, in his duties as the newly created Pay Czar, stop all payments to Ken Lewis, after he’d already been ousted from the board.

But SEIU’s abusive wielding of its pension funds as a weapon doesn’t stop with the financial sector. In fact, this tactic was at play long before the financial crisis. One such example heated up in 2006 in SEIU’s campaign against Sunrise Senior Living centers. Under the guise of protecting its pension investments, SEIU had demanded input on board decisions, including who they wanted appointed to the company’s board, a campaign that ultimately proved successful in forcing out several board members whom SEIU perceived as anti-union. Meanwhile, SEIU was coincidentally hard at work trying to organize workers at Sunrise facilities.

SEIU tries to organize assisted living workers at Sunrise Senior Living centers

Other attempts, some successful, some not, have been made over the years in similar SEIU fashion. Just a few examples of their Pension Fund activism to note:

• 2003: California’s Lucia Mar school board privatizes school bus operations to save taxpayers money. SEIU and the California School Employees Association (CSEA) union team up and force pension fund California Public Employees’ Retirement System (CalPERS) to sell off shares in any company that competes for public sector jobs, and to prohibit investments with any firm that builds or staffs charter schools, demanding “a strong anti-privatization stand”.
• 2005: SEIU teams up with The National Union of Public and General Employees (NUPGE) and proposes shareholder resolution demanding FirstService Corp end dual class share voting, which was voted down.
• 2005: As SEIU seeks to organize consultants and protests outsourcing, they’ve had Sun Microsystems in their sights. SEIU proposes a shareholder resolution to change Sun’s bonus compensation, but was voted down by other shareholders.
• 2007: SEIU files a shareholder resolution against Wells Fargo, demanding they set Greenhouse Gas emission reduction goals. Later withdrawn when Wells Fargo voluntarily committed to performing GHG assessments in key related portfolios.
• April 2008: SEIU files a shareholder resolution against Washington Mutual to force out Kerry Killinger from his role as Chairman.
• April 2009: SEIU sends letter to 29 companies demanding investigation into practices based upon what it called “false metrics” and that the boards overhaul executive compensation.

Institutional investors certainly have a responsibility to protect their pension funds, and no one faults anyone for doing so. But in SEIU’s case, there has often been a pattern of abusing that responsibility to achieve other goals. Over the years, SEIU has teamed up with a multitude of co-investors and pension fund activists to gain unionizing and pay control from inside these corporations. This activity is rampant in the private sector companies, and much of it is not in the best interest of the taxpayers or the workers at these companies.

The financial reforms Obama has proposed of late match up nearly word for word with what’s been proposed by SEIU’s leaders. Much of what’s included in H.R 3126, The Consumer Financial Protection Agency Act of 2009, also lines up with SEIU’s language. And in the midst of them all are the renewed calls to pass EFCA, the misleadingly named Employee Free Choice Act.

And all the while, SEIU has continued on its mission to use the shareholder resolution as a weapon against nearly every business in which their Master Trust has been invested…that is, if that business opposes the Employee Free Forced Choice Act.

So, who’s proposing the financial reforms – is it Obama, or is it SEIU? Who and what is all this legislation designed to protect, really? The American People? Or just a few leaders in purple t-shirts?