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Business Group Backs Proxy Reforms : Securities: The Business Roundtable reverses its opposition to the SEC’s plan to make stockholder challenges easier.

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From Reuters

An influential group of the nation’s biggest companies has endorsed a government plan that would make it easier for dissident stockholders to challenge management in proxy fights.

In a letter released Tuesday, the Business Roundtable backed the Securities and Exchange Commission proposal. The Roundtable also said it generally supports an SEC bid to force companies to be more open about how much they pay top executives and why.

The Roundtable consists of the chief executives of more than 200 of the biggest companies.

While apparently a realization of the inevitable, the group’s stance boost the odds that both plans will be adopted soon and be in place for the 1993 proxy season.

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When the proxy reform proposals were unveiled last year, they were bitterly opposed by the Roundtable.

But in June, after being deluged with more than 900 letters from various sides, the SEC revised its proposals.

The latest plan would make it easier for shareholders to communicate with one another and to challenge management in proxy votes.

Stockholders would be free to speak with one another in informal gatherings and would need file only a simplified disclosure form with the SEC when communicating in writing.

Big institutions such as pension funds and mutual funds like the idea. It would give them added leeway in any bid to get executives to take steps to boost sagging stock prices or pump new life into struggling corporations.

These big shareholders hold more than half the stock at many of the nation’s biggest corporations. But they face several regulatory hurdles if they want to wield their power.

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Shareholders must now notify the SEC and incur various costs if they meet with 10 other holders about an annual meeting or related matter. Also, stockholders must receive SEC approval before issuing written material.

The SEC’s latest proposals were issued along with a plan that would require companies to give more detailed and simplified information about executive pay. SEC Chairman Richard Breeden has indicated that he wants both sets of rules in place this fall.

Corporations had charged that the SEC’s original batch of proxy proposals would have allowed institutional investors to collude secretly against management. The Roundtable called that plan “a cure for a disease that . . . does not exist.”

The group now has toned down its objections, commending the SEC’s attempt “to strike a balance” between shareholder and corporate interests.

Instead of launching a frontal assault, the group singled out several of the issues in the revised proposals.

In its letter, the Roundtable argued the SEC plan does not provide for adequate disclosure of efforts among institutional shareholders to sway votes in proxy battles.

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