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To: Action-America
If company directors were to present an option to stockholders to move the company incorporation to a country where their rights would be reduced, the stockholders wouldn't just vote it down. They would laugh it down.

What do you mean, IF ???

The company directors DID present present such a proposal.

In fact, they sent two sets of conflicting proxy instructions. One letter incorrectly indicated that taking no action on a proxy would be counted as a vote against the proposal. A later letter was sent out explaining that not returning a proxy would be counted in accordance with the plan's trust agreement, which calls for those noncast votes to be registered in the same ratio as the actual votes cast.

The proposal passed by just a narrow margin. But astute shareholders who pay attention to such details challenged the voting irregularities, initiating an SEC investigation.

Stanley has insisted that the vote was "fair and appropriate," but acknowledged that 401(k) participants might have been confused by the " unintentional mistake."

For a short period of time, Stanley management entertained the prospect of conducting a second vote. However, adverse reaction by shareholders (more in tune to the issue due to the publicity) caused them to withdraw the relocation proposal altogether. (Better for management to "save face" by withdrawing the proposal than to suffer a humiliating vote of "no-confidence" by shareholders opposed to the proposal.)

Stanley's attempt to "Enron" the 401(k) plan failed.

11 posted on 08/18/2002 9:05:38 AM PDT by Willie Green
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To: Willie Green

The company directors DID present present such a proposal.

Wrong.

In the case of Stanley, the company directors presented the stockholders with a proposal to reincorporate the company in a jurisdiction that is considered to have stockholder protections equal to or better than that of the US.  This is proven by the very close vote of the stockholders.  Had Bermuda not offered stockholders at least comparable protections, the stockholders would have resoundingly rejected it.

In fact, your post shows that what killed the Stanley move was not a lack of stockholder protections, but the conflicting proxies, that could only confuse West Palm Beach stockholders, but gave the sore losers a basis for a challenge, and the adverse publicity by a handful of US Congressmen and Senators, that scared stockholders enough to have an undue negative influence on a second vote.  Even knowing that they would have to pay a capital gains tax as a result of the move, most of the Stanley stockholders and the stockholders of many former US companies, voted to make the move to Bermuda or Caymans in recent years, some by margins of more than 80%, because they knew that in the long term, they would benefit significantly from the various moves.  If the protections offered by those other countries were not equal to or better than US standards, some of the savvy stockholders of each of the affected companies would have initiated a campaign that would have sunk every one of those moves, by even larger margins.

To be more specific, the Stanley deal was, killed by one representative and one senator from Connecticut, who used patriotism as a means to political gain, without taking into consideration the long term negative effects of their duplicity.  I wonder what excuse those selfish politicos will give their unemployed voters in a few years, when Stanley is forced to either move completely offshore or be bought out by a foreign competitor, either of which will result in a shift of jobs to that foreign jurisdiction.  But, not to worry.  They're politicians.  They'll have some other deception prepared for a gullible public, by then.

Like I said before, I know how it must irk you when the facts get in the way.  You can't expect to be taken seriously, if you just pick and choose your facts or try to apply any sort of logic without including all the facts.  But, I'm sure you won't let that stop you.  Thanks for making my point about liberals.

 

12 posted on 08/18/2002 3:18:42 PM PDT by Action-America
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