If you had told me in 2003 that HealthSouth Corp. (NYSE: HLS) would become a shining beacon of good corporate governance, I would have laughed.That was when former chairman and CEO Richard Scrushy was charged with securities fraud by the SEC. In 2005, he was convicted of money laundering, extortion, obstruction of justice, racketeering, and bribery. Now he's wasting away in Club Fed -- a far fall for a CEO who was so narcissistic that he insisted that his portrait be hung in the lobby of every one of the rehab facilities his company operated.
Well now the company has new management and things have changed: HealthSouth announced today that it will become the first major company in US history to offer to reimburse activist investors for their expenses in mounting proxy fights.
"HealthSouth believes there is a close correlation between good governance and good performance," said Jon F. Hanson, non-executive Chairman of the Board. "By reimbursing shareholders under certain conditions for reasonable expenses relating to director nominations, we believe we will further enhance director accountability and permit shareholders to have a greater say in the running of their company. This far-reaching amendment to our Bylaws will be good for our shareholders, our Board and our Company."
Of course it makes perfect sense, and this is how it should be at every company in America: Allowing incumbent directors to defend their positions with shareholder assets while forcing outsiders to raise their own cash is completely unfair -- Imagine if incumbent politicians could spend as much taxpayer cash on reelection as they wanted but challengers had to panhandle for donations. Under HealthSouth's new rule, any investor who mounts a challenge and gets at least 40% of the vote can have reasonable expenses reimbursed.
The problem, as usual with corporate governance innovations, is that they only happen at the companies that don't need them.











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