by By Anthony Kammer
The Wall Street Journal ran a rather disingenuous and misleading opinion piece on Sunday evening titledThe Corporate Disclosure Assault, arguing that “[u]nions and liberal activists are using proxy rules to attack business political speech.” The piece—exactly like the undisclosed corporate money it’s pandering to—doesn’t even have an author listed. And its main point is that shareholders seeking transparency over the ways their money is spent on politics are committing “an abuse of the proxy process” by voting for increased disclosure.
According to the article’s mystery author, calling for shareholder disclosure of corporate political expenditures is not “the effort of public-spirited believers in shareholder rights and transparency.” No, these are “unions, left-wing activists, and their factotums” who disagree with Citizens United, who allegedly want to “expose and then vilify companies that disagree with them.” The author claims to have uncovered a left-wing conspiracy, a “broad network of unions, green investment funds, public pensions and ideological bucket shops.” And what is the goal of this nefarious campaign? “The specific target is to get companies to publicly disclose what they spend on politics.”
This defense of secret political spending hardly engages with the arguments that disclosure would serve important market functions and help investors make more informed investment decisions. Nor does it mention that disclosure serves our democracy by “provid[ing] the electorate with information” or “help[ing] voters make informed choices in the political marketplace”—a compelling and legitimate state interest recognized even by the conservative majority in Citizens United.
The unnamed author also seems to believe that whatever the law allows is therefore what it should always allow, writing “[c]ompanies must already follow the campaign-finance and lobbying laws that provide significant political transparency.” He or she seems disinclined to grasp that laws change when legislators and courts make decisions, particularly when decisions overturn settled precedent and lead to new unanticipated problems in the law.
The explosion of SuperPACs and secret donations that came in the wake of Citizens United was not fully anticipated. As Trevor Potter said recently of the Supreme Court’s decisions in Buckley v. Valeo andCitizens United, “They didn’t expect this coordination and this lack of disclosure.” For this WSJ author to claim that no response is justified, even one like disclosure which serves purely informational interests, is an invitation to accept unaccountable private power as a fact of life. This is wealth defense in search of a principle.
And that’s precisely what this piece reeks of: privilege finding itself under assault. This author wants us to see CEOs as victims and paints disclosure as an affront to their imagined right to spend other people’s money influencing elections and swaying legislators. Consider this excerpt: “The data dump serves no one save the political activists who can use it as a PR club to harass companies until they stop donating.” Or his “translation” of the disclosure advocates true motivations: “We’ll make life miserable for CEOs and trash their companies on MSNBC and the like until they shut up.” This sounds, as Corey Robin wrote for the Nation, a lot like “a ruling class resting its claim to power upon its sense of victimhood.”
While the issue of shareholder proxy votes doesn’t exactly grab headlines, the underlying principle—that corporate management should be accountable to other constituencies in our society—is a bedrock principle of democracy. This is something the opponents of disclosure certainly understand. The unnamed author even goes so far as to state, “Corporations are not democracies.”
There are good reasons to believe that more democratic governance models could have averted some of the excesses that produced the 2008 financial crisis and the explosion in income inequality. But beyond the realm of corporate governance, the deeper issue is whether we remain a nation where popular sovereignty can set rules over private forms of power. Denying voters crucial information about their political candidates is troublingly antidemocratic. No wonder they find secrecy so appealing.