Bear Stearns fought its shareholders while Rome burned


While Bear Stearns (NYSE: BSC) was in the midst of collapse because of what can only be called horrifically bad management and governance, the company was fending off efforts by its shareholders to have more of a say in the election of directors at the company.

Back in November, the employees' pension fund of the American Federation of State, County & Municipal Employees filed a proposal asking filed proposal Stearns to amend its corporate bylaws to allow shareholders access to proxy statements. An amendment like this would have made it easier for outside shareholders to have a say in who was on the ballot without mounting a costly proxy fight. The New Jersey Division of Investments and the North Carolina State Treasurer joined AFSCME in that battle.

Bear Stearns -- which very, very incorrectly decided that it didn't need more input on how the company was run -- sought to block the proposal. (Read the details in this piece from BusinessWeek.)

Tragically, the Republican-controlled SEC has established a track record of backing managerial entrenchment over shareholder rights.

The collapse of Bear Stearns should give them pause to reconsider the importance of accountability but I somehow doubt that it will.

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