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Public Statements

Shareholder Vote on Executive Compensation Act

Floor Speech

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Date:
Location: Washington, DC


SHAREHOLDER VOTE ON EXECUTIVE COMPENSATION ACT

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Mr. FRANK of Massachusetts. Mr. Chairman, I yield myself such time as I may consume.

This is a bill to further the workings of the capitalist system of the United States. It has one very specific provision. It says that the shareholders, the owners of public corporations, will be allowed to vote every year in an advisory capacity on the compensation paid to their employees who run the companies.

Now, Mr. Chairman, some might think this is unnecessary. In a better world, it would be. But there is not now any clear-cut, uniform, legal right for the shareholders to get such a vote. Some corporations allow it, some do not. Some boards of directors allow it, some do not. In a recent case, the SEC ordered AT&T to allow such a vote, but it was because of certain circumstances. There is no general principle that allows it.

We do have, thanks to the Securities and Exchange Commission under our former colleague from California, Mr. Cox, a provision that I am sure many considered to be an intrusion into the private affairs of corporations, because without regard to the wishes of the corporations, the SEC under Chairman Cox has unanimously adopted rules that require corporations to put in the annual proxy form a chart of compensation for the top officials and an explanation of the theory of the compensation by which they are there.

Understand that this is a decision by the SEC to require corporations to do what they would not otherwise have done, because it only applies to those who haven't done it.

We add one simple fact here. The SEC has said that it does not have the power to go further and compel corporations to allow the owners to vote. Our bill simply does that. Our bill simply says, you will have on your proxy form, printed anyway, what the compensation figures are. There is no debate about how they will be presented. We require, if this bill passes, corporations simply to add to that a box that says ``I approve/I disapprove,'' and you can check it as appropriate. And the sole expense to the corporation is the ink in printing ``approve'' or ``disapprove,'' and the tallying along with the other tallying. There is no additional paper, there is no additional anything else.

We have had a situation in which people, including the President of the United States, have acknowledged that in some cases CEO compensation has become excessive. I believe that that is clearly the case. A study done by Professor Lucian Bebchuk at Harvard, unrefuted by the defenders of the current corporate compensation system, notes that the amount of corporate profits going to the salaries for the top three employees, the compensation to the top three employees has about doubled to the point where a year or so ago it was nearly 10 percent.

We are talking about real money. We are talking about money that goes to these top executives that could be used for other purposes. For example, when Mr. Nardelli of Home Depot received a $210 million good-bye kiss that had been written into his contract, when he was fired and given a $210 million consolation prize, Home Depot was at the same time announcing that they were putting $350 million into improving the stores. Well, suppose Mr. Nardelli had been sent out into the cold, hard world with only $50 million for the rest of his life. $160 million more would have been available to add to that $350 million for the stores, considerably more than a third. In other words, that was a real number. If $350 million can fix up the stores significantly, another $50 million or $75 million could have increased that by up to 50 percent.

The President himself has acknowledged that the compensation has gotten out of hand. But from the standpoint of the President, excessive CEO compensation, increased inequality in our economy, which is a part of this, global warming, they all have certain common elements; the President and some of his supporters have reluctantly acknowledged the reality of those things, having denied them for some time, but they appear to regard them as facts of nature that were neither caused by nor can be corrected by human action. We disagree with that.

Now, people have suggested that the salaries are too high and Congress should limit them. We reject that. This bill as we have presented it does not intrude into the process of setting compensation.

Mr. Chairman, some of the amendments offered would do that. There are amendments that would alter the effect of this, depending on the kind and amount of compensation. I think those are erroneous. I think some of my friends on the other side have become, in their zeal to defend corporate compensation levels, de facto, in a bad situation. They would be more intrusive.

All we say is this: The shareholders own the companies, and we believe the shareholders should be allowed to vote.

Now, some people have said that is up to the board of directors, why are you singling out compensation for the CEO? And there is a good reason. You can make arguments about corporate governance one way or the other. We are not going beyond one point here. The relationship between the CEOs and the boards of directors is very different than most of the relationships the boards of directors have. The CEOs and the boards of directors select each other. There is a lack of an arm's length situation there that we think makes it appropriate to single it out and let the shareholders vote.

It is only an advisory vote, that is true, and you will hear the contradictory argument that we are both too intrusive and not sufficiently intrusive into the affairs of the corporations. But we have more confidence in the boards of directors than some of our colleagues. Not completely, or we wouldn't have this bill. But we do not think boards of directors will likely disregard an advisory opinion from the shareholders and, therefore, we think that is an important input that the board should have. They have their ultimate responsibility, and maybe they will find some special circumstance that says, we can't follow in this case. The shareholders own the company, and we are simply giving them this right.

The last point is, and we have heard people say, well, you are interfering with the affairs of the corporation. Corporations do not exist in nature; they are the creations of positive legislative action. No corporation anywhere has powers except those that are given to it by a government, and governments tell the corporations what powers they have, what immunities they have, and what rules they follow. The SEC just intruded very deeply into the affairs of corporations by requiring the posting of the compensation.

We say that under current rules, including some State laws, and it varies from State to State, the shareholders don't have enough rights. And all we do here is empower the shareholders to vote on the compensation of the people who work for them.

The last dogma I would deal with is, well, how can the shareholders know that? It is extraordinary to me, Mr. Chairman, to listen to people who ordinarily are quite respectful of the wisdom of the market. And what is the market? The market is the people who buy the shares. Those are the people who make up the market. And apparently this group of people who are the shareholders are in most respects quite wise. But when it comes to deciding how much to pay the people who work for them, they get stupid, and this is somehow beyond their capacity.

We disagree with that. We think this is a moderate and temperate approach to the issue of runaway compensation, excessive compensation, not in every case, and in every case it wouldn't be used negatively.

I should have said one other thing. No one has shown any correlation between these outsized compensation examples and any metric of success. Indeed, too often they are metrics of failure because they are payoffs to get people to leave quietly.

So we hope that this bill will be adopted and that shareholders who own the companies will have the right to express their opinion to the boards of directors on the level of compensation for the top employees of the company.

Mr. Chairman, I reserve the balance of my time.

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Mr. FRANK of Massachusetts. Mr. Chairman, I will yield myself 1 1/2 minutes.

I congratulate the gentleman on the high art of selective quotation, because he quoted from former Secretary Reich. He left out the thrust of the article which was, he was against doing this because instead he thought we could change the Tax Code. In fact, that article is mostly an attack on the tax cuts which the gentleman from Delaware supported.

Secretary Reich's article is essentially, and I will submit it for the Record under our general leave, I was waiting for the gentleman to quote those parts of Mr. Reich's article in which he calls for significant increases on taxation of upper-income people. I have to say to my friend, it is only a partial quotation.

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Mr. FRANK of Massachusetts. I was frankly waiting, and I was disappointed, but that happens a lot in life, for the gentleman to get to the part of the article that he quoted selectively in which that article says what you really want to do is make the tax system more progressive. I suppose the gentleman didn't want to quote criticism of tax cuts that he voted for, but it did seem to me, if we are going to be quoting things, Mr. Reich said not that he was opposed to this as a bad idea, but that a much better way to do it would be to undo the tax cuts that the gentleman from Delaware supported at the upper brackets.

Mr. Chairman, I would ask to insert in the Record the article by Robert B. Reich.
[From The American Prospect, April, 2007]

Don't Count on Shareholders
(Robert B. Reich)

An acquaintance of mine sits on the board of a major company that just agreed to pay its CEO close to $10 million this year, including deferred compensation and stock options. I asked him how he and his board colleagues could possibly justify that kind of money. ``No choice,'' he said. ``That's what our competition is paying. It's the going rate.'' As Congress struggles to raise the minimum wage to $7.25 an hour, the going rate of CEO pay is now $5,000 an hour.

Polls show most Americans think this is obscene. But how to rein in CEO pay? A growing consensus believes the best way is to give shareholders more voice. New Securities and Exchange Commission rules require companies to inform shareholders in greater detail what their companies are paying top executives. In recent months, shareholder activists have submitted proposals to 60 companies seeking input on CEO pay. House Democrats are now working on legislation that would give shareholders the right to have more say over pay.

But the growing consensus is wrong: Shareholders won't constrain the growth of CEO pay, because most shareholders don't care about it. The vast majority own their shares through mutual funds and pension funds, and don't even know which companies they're invested in at any given moment. Their only concern is maximizing the return on their total portfolios. They keep the pressure on fund managers to do this by moving their savings from funds that underperform to those that show better overall results.

Fund managers, for their part, don't care much about CEO pay, either. They're looking for companies whose share prices are rising, and they push firms to get their prices up by shifting capital out of those whose prices are lagging into those that show more promise.

Presumably, shareholders and fund managers would want to constrain CEO pay if it hampered company performance, but it hasn't. While CEO pay has soared over the last 25 years, share prices have soared, too. Between 1980 and 2003, the average value of America's 500 largest companies rose by a factor of six, adjusted for inflation. What happened to average CEO pay in those companies? It rose roughly sixfold. Shareholders have no reason to complain. They don't--and they won't.

Depending on shareholders to rein in CEO pay is like relying on gamblers to rein in the owners of Las Vegas casinos. Just look at Britain. Since 2003, changes in British securities law have given investors there more say over what British CEOs are paid. Nonetheless, executive pay in Britain has continued to skyrocket, and now just about matches that of American CEOs. Companies listed on the London Stock Exchange have done sufficiently well that British investors don't care what CEOs are paid.

The real scandal of CEO pay has almost nothing to do with shareholders. It has to do with what's happened to the pay of most other workers as CEO pay has soared. Shareholder returns have kept up with CEO pay, but median wages have not. In 1980, the CEO of a major company took home about 40 times what the median worker earned; by 1990, that CEO's pay was about 100 times the median worker's; in 2006, it was close to 300 times what the median worker earned. (Last year, Wal-Mart's Lee Scott Jr. earned 900 times the pay of the average Wal-Mart worker.)

CEO pay is part of a much larger problem: the growing portion of the nation's income that's going to a small number of people at the top. The pay packages of many denizens of Wall Street are even more outrageous than CEO pay--last year reaching $40 million for top traders and more than a billion dollars for top hedge-fund managers. The new stars of Wall Street are private equity funds that are buying public companies back from shareholders and raking in 20 percent to 25 percent annual returns for their private investors--mostly wealthy individuals with yearly incomes already in the stratosphere.

Not since the robber-baron era have income and wealth been as concentrated as they are today. This doesn't threaten shareholders; after all, most shares are held by the wealthy. It threatens democracy, as the wealthy use their fortunes to bankroll politicians who tilt public policies in the direction of the wealthy--by, say, reducing their taxes and cutting public services for everyone else. It also threatens our economy, as more and more investment decisions are made by fewer and fewer people, and as the middle class loses its capacity to pay for the goods and services the economy produces.

The answer is not to grant more rights to shareholders. It's to enact a far more progressive income tax, including a sharply higher marginal rate on yearly incomes above, say, a measly million.

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Mr. FRANK of Massachusetts. I would say to the gentleman, I am baffled by this. On the one hand, this is too intrusive, but the gentleman says a better way would be to require corporations to elect directors by a majority. That would be a far greater intrusion into all of the aspects of the corporation.

But I will say this, if the gentleman prefers and the Members on the other side prefer: that we instead pass legislation that requires all corporations to allow a majority election for directors in an effective way as an alternative to nominations. Maybe we will hold off on this bill and consider it. I await that bill.

The gentlemen on the other side are all full of other solutions, none of which have ever been put to paper.

Mr. Chairman, I yield 6 minutes to the gentleman from Missouri (Mr. Cleaver) a member of the committee and a great ethical expert.

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Mr. FRANK of Massachusetts. I am from Massachusetts, but I do want to report a theft, Mr. Chairman. Apparently someone has broken into our committee office and stolen a whole series of bills that the other side had to deal with all these other things, because I am hearing now about all these other things we should be doing and these other things that we should be addressing, and I haven't seen any of them.

So I want to say to people, unfortunately, all these wonderful ideas that you previously had, and I wouldn't suggest that you are only saying them now as an excuse to beat this bill, please send me copies, because somebody stole the ones you sent me.

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Mr. FRANK of Massachusetts. Mr. Chairman, I would take 10 seconds to say that the gentleman from California mischaracterized his own amendment. No amendment he offered would expand shareholder rights. He did offer an amendment that said if there is a preexisting right to vote for the majority, then this bill does not apply. But no amendment he offered would expand existing shareholder rights.

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Mr. FRANK of Massachusetts. What do you mean you wished to offer? I will take back my time.

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Mr. FRANK of Massachusetts. I understand that, but let me just give myself 30 seconds.

Mr. Chairman, why didn't he file it as a separate bill? He had no interest in this that I could discover until we brought this bill up. The gentleman said he wanted to offer a nongermane amendment.

Well, you are allowed to introduce bills. Introduce a bill. We will have a hearing. If the gentleman, let me tell my colleagues right now, if they want to introduce legislation expanding the right of shareholders to vote for members of the boards of directors, I will guarantee them a hearing. But the bill has not yet been introduced.

Mr. Chairman, I yield 30 seconds to the gentleman from Georgia (Mr. Scott).

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Mr. FRANK of Massachusetts. Mr. Chairman, I yield myself such time as I may consume.

Mr. Chairman, I would just note in passing that I saw the letter from the Chamber of Commerce, and I was particularly struck that the Chamber of Commerce said we don't need this bill because Sarbanes-Oxley has been such a good law. Specifically, what they said was, Sarbanes-Oxley has yielded significantly stronger and more independent boards and compensation committees. So I think that the Chamber of Commerce's endorsement of the good results of Sarbanes-Oxley also ought to be made public here.

Mr. Chairman, I yield my remaining time to the gentleman from North Carolina (Mr. Miller), a relatively senior Member. Not particularly the one I had in mind, but a very able and useful Member.

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Mr. FRANK of Massachusetts. Mr. Chairman, I would just say I also want to welcome this renewed faith that I have heard from my colleagues in the American corporate system. Recently corporate America and financial America has been lamenting how badly we regulate compared to England.

We have heard from the Paulson Committee, so-called after the Secretary of the Treasury, we have heard from the Chamber of Commerce, we have heard from the McKinsey report that we should be more like England. I am glad now to have this affirmation that even with Sarbanes-Oxley that the Chamber of Commerce praises so loudly, even with the Securities and Exchange Commission apparently not being the FSA, the American system still works. That is a good counter to some of what we have heard lately.

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Mr. FRANK of Massachusetts. Mr. Chairman, I move to strike the requisite number of words to first thank the gentleman from Alabama for his kind remarks about the way we have been working together in committee. I would just say that I have too recently been in the minority to be abusive. I hope that will last. I certainly intend it to. I am told, by the way, by our Parliamentarian, who, as the gentleman knows, was the Parliamentarian when the other side was in the majority, we have already had more rollcalls in committee in this year than we have had in the previous congressional session. While we have been moving a lot of bills and we have been able to do it expeditiously, I think we've aired a lot of issues, on this particular case, members of the minority made this suggestion, and it is a plausible one. It improves the bill. I realize that they still don't like it, but I appreciate this constructive spirit, and so I urge adoption of the amendment.

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Mr. FRANK of Massachusetts. Mr. Chairman, I move to strike the requisite number of words.

The gentleman from Illinois has accurately described this, and I urge its support.

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Mr. FRANK of Massachusetts. I appreciate the other side going into their non-objectionable mode, at least for the nonce.

I did this because I had an amendment that included several provisions, one of which was identical to the provisions the gentleman from Illinois just offered, and that having been adopted, it would be redundant to do it again. This is, again, I believe, a technical amendment. It simply tries to conform the language in the bill with regard to what it requires.

I think the best way to say it, Mr. Chairman, is this. There was disagreement on the substance of what we require. We did want to make it clear, however, that we weren't requiring any more than that, and any suggestion that we might have been creating procedural or other kinds of obstacles, we wanted to work together to avoid. This is in furtherance of that, so I ask that the amendment be adopted.

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Mr. FRANK of Massachusetts. I thank the gentlewoman. She is, as always, a staunch defender of her constituents, including those who were hurt by Enron.

I could not object to this in principle, and I did say this. We made an effort to make this bill minimally intrusive. I would expect that these votes would be promptly published. But the gentlewoman has a legitimate concern, and I would make this commitment to her: If this bill becomes law and we encounter any effort not fully and promptly to publish these, then I promise her an immediate hearing and action on her amendment.

So I think we will take this, I hope, as a chance to give people the message, if this bill becomes law, it should be complied with forthrightly and effectively; and if we encounter any efforts at any kind of obfuscation, then the gentlewoman, I promise her, will be back on the floor with our support.

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Mr. FRANK of Massachusetts. The gentleman should give my friends on the other side credit for consistency. As he knows, their definition of democracy has recently frequently included throwing votes away.

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Mr. FRANK of Massachusetts. Mr. Chairman, I move to strike the requisite number of words.

The gentleman from California mischaracterized my argument. I didn't say that it wasn't intrusive enough because it wasn't mandatory. I was responding to his earlier assertion which might have led people to think it was mandatory. I was simply correcting the characterization.

I would say this. If the gentleman wants to introduce a bill, and he complains a little bit, well, that he was only able to offer this amendment because only in this form is it germane to this bill; I know the gentleman is a relatively new Member, maybe he didn't understand that Members have the right to file any legislation they want.

Had the gentleman genuinely wanted to deal with this and broaden the right of shareholders with regard to elections of the boards of directors, that if I were here, I would have filed such a bill, I will tell him now, I will yield only if I can get unanimous consent to extend my time.

If Members tell me that, I will be glad to yield. No problem. I will be glad to yield in a minute just to say this: If the gentleman now decides, having considered this, that he wants to file such a bill, I will guarantee him a hearing. I will say this: We will find more opposition to it if we were to mandate that. That is one of the factors I will introduce.

I would say, until we had filed this bill, I had not seen any indication from the gentleman this is what he wants to do. If he wants to file a bill to give shareholders the right to vote by a majority for directors, and I think there has to be further change, then I would be happy to guarantee a hearing.

I will yield to him.

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Mr. FRANK of Massachusetts. I am taking back my time.

I will explain why to the gentleman, because I think it's going to be hard enough to get even this through. We have had people who said this is way too much. I do not think the gentleman speaks for his party in being supportive of something that will be far more opposed by a broader segment. If, in fact, that would happen, I would be supportive, but I do not want to have the chance to sacrifice this.

I will say one other point. The argument is, why do you single this out? I believe there have been problems with boards of directors in general, although I will repeat again that the Chamber of Commerce, as was noted, thanks Sarbanes-Oxley for significantly improving the quality of boards of directors. I think our former chairman should be pleased to have this ringing endorsement of his handiwork from the Chamber of Commerce.

But there is still this problem, boards of directors are at their least independent in dealing with the CEO who may have selected them. I do think there is reason to single out the CEO-board relationship from other issues.

The other question I have is this and why I wouldn't vote for this amendment in any case, it says a majority vote, but here is the problem. In many corporations, there is no way to nominate someone to be on the board, other than by the board. There are many corporations that do not allow that.

If the gentleman wants to come in with a bill that says shareholders, a certain minimum number, not any one person, but if we could agree that a reasonable number of shareholders could designate alternative candidates, then we could do this. An election in which you require a majority to be elected is part of the democracy, but an alternative is also part of the democracy.

The gentleman has half of the democracy in here. He has a requirement of the majority vote, but no requirement that there be any competition. As we all know, the fact of competition could affect the final vote.

If the gentleman's newly found interest in this sustains itself, and he says it will, and he wants to file a bill that requires that there be access, proxy access to our nomination process and then a majority vote, he will have my support. Until then, though, I see no reason, in the hopes of that, to get rid of this bill.

I do want to respond to an earlier comment by the gentleman from New Jersey who said we could only do it for excessive compensation. He fundamentally misunderstands this bill and contradicts itself.

It is not the job of the Congress to say what it is or isn't excessive. We have individual opinions about excess. We are leaving it to the shareholders.

The gentleman said they should only have to vote if it is more than such and such above the average. What about if you are getting average pay for a subpar performance? What if the shareholders of a particular corporation say, this man doesn't deserve the average, this woman hasn't lived up to the average?

The notion that we should qualify the abilities of shareholders to vote on what to pay the owners of their own company, based on what we think is excessive, an empirical definition put in the bill, fundamentally misunderstands what we are trying to do, which is to empower the shareholders to express their opinion.

Members keep saying it is simply only advisory. I do not think, Mr. Chairman, that anyone believes that. I do not think that anyone thinks that an advisory vote of shareholders would be easily dismissed by boards of directors.

One final point, the suggestion if we do this, the boards of directors and CEOs in pique will take their companies private, when presumably they otherwise wouldn't, because that is the only way it could be causal, what a condemnation of CEOs. How dare you vote on my pay? I will take my company private.

By the way, in fact, you can't take the company private over the shareholders' objections.

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Mr. FRANK of Massachusetts. I just want to repeat the point I made. This threat that we will take the company public, the CEO will take the company public, understand what that says: That if the CEO's pay is subject to a shareholder vote, in retaliation, he will make a fundamental change in the ownership structure. And, by the way, that assumes that the shareholders don't have anything to say about it. No, I do not think that shareholders will sit and vote for a takeover of the company just to allow the CEO to shelter his or her pay; so this threat, I think, is an empty one.

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Mr. FRANK of Massachusetts. I just wanted to say that this does not in any way enhance democracy. The notion that if you vote against this bill, you vote against democracy, makes no sense.

The gentleman says it is an incentive to make the corporations do this. Apparently he believes that, assuming a nonbinding, ineffective, toothless advisory vote will provide a major incentive to corporations to make a major structural change; I don't.

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Mr. FRANK of Massachusetts. I think the gentleman from North Carolina did correctly state my view, but my position was not simply to keep this bill clean, we did accept a couple of technical amendments. I would point out to him, in committee, the gentleman from Connecticut (Mr. Shays) had a substantive amendment, which we accepted, dealing with rights.

My view is this: I agree on the principle that a fiduciary's vote should have to be made public, but I wouldn't want to limit it only to pension funds. I also don't think it should be limited only to this subject matter, although I agree, given germaneness, the gentleman couldn't have broadened it beyond that subject in this bill. But it could be broadened beyond pension funds.

I believe we should have a hearing on the principle where the gentleman is correct, and I agree with him, that fiduciaries should have to be made public, but that is all fiduciaries on all issues.

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Mr. FRANK of Massachusetts. I appreciate that spirit of cooperation, but it is getting late, and Friday is coming, so I would offer either a letter or roll call, but not both.

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Mr. FRANK of Massachusetts. I have just been advised by staff, who is very knowledgeable on this, that part of the problem is, and I understand the gentleman has, as I think is appropriate, substantively the model of what was done with mutual funds, but I have been reminded that the SEC has a plenary power over mutual funds that it does not have over foundations. I have now been instructed that the SEC could not do that. You cannot reason that what they can do over mutual funds to what they can do over these other fiduciaries, so I think it would take separate legislation.

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Mr. FRANK of Massachusetts. Mr. Chairman, I move to strike the last word.

I am disappointed in the characterization. In the first place, it is not accurate that germaneness prevented this from being a broader amendment. As I acknowledged, germaneness does prevent this from getting into other subject matters. But nothing would have prevented this from applying to the other entities that my colleague from North Carolina enumerated. Nothing would have said that other fiduciaries could have been covered. And that is why I am against this amendment.

Frankly, we have a difference between the parties here to a very great extent on labor unions and the contribution they make to the United States.

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Mr. FRANK of Massachusetts. No, I will take back my time to say to the gentleman, I will not legislate on serious subject matter involving large numbers of institutions on a unanimous consent agreement to an amendment that he filed when he could have filed whatever he wanted at a quarter to 8 or at any other time. I think there should be hearings. I have said we will do this.

You know, the gentleman on the other side may, with the motions to recommit, believe in the 5-minute solution to complex problems. I don't. I think it degrades the legislative process. I will not be a party to it. I will not agree.

The gentleman could have filed any amendment he wanted to that was germane. He could have filed a broader amendment. We could have had more debate and discussion on it.

I do not agree I or he or any of us off the top of our heads are able to decide how better to broaden this. And there is a disagreement between us about labor unions. Let's make it explicit. That is partly what is involved here.

There has been a degree, I believe, of denigration and demonization of labor unions, that is part of the reason I think we have the economic inequality we have. For pension funds I read labor unions because they are identified with unions.

The gentleman from North Carolina, who is a very good lawyer, mentioned a number of other entities that should be covered if you were going to be covering fiduciaries. I do not think it is accidental that only pension funds are mentioned. I think that bespeaks this notion that labor unions are somehow in need of more supervision, that they are more damaging and dangerous. I think the opposite is the case. I think there have been abuses from foundations. There have been some abuses from unions. So that is why I object to doing this, because I do not think it is the first step. I think it is part of a denigration of the role of labor unions from which this country suffers. Indeed, I will just say I am struck as we debate now whether or not to put standards from the international labor organizations into our trade treaties. We are now being told by opponents that we can't do that because America doesn't meet those standards; that because of the years of denigration of the labor unions, we don't meet those standards. So I do not agree to single out pension funds because I do not agree that we should join in this somehow, this suspicion of unions. And I don't agree that in a unanimous consent agreement off the top of our heads we ought to decide how more broadly to do it. I would rather legislation responsibly.

The committee that we are all members of, those of us who are now on the floor, has been, I think, a very thoughtful forum, not just under my chairmanship, under the chairmanship of my predecessor. We have hearings. We have an excellent staff on both sides. We have worked together.

I look forward to hearings on extending the principle of fiduciaries having to reveal how they have voted on all issues and to all fiduciaries. But I do not think we should single out pension funds tonight, nor do I think we should on the fly try to broaden it, so I oppose the amendment.

And I will yield now to the gentleman.

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Mr. FRANK of Massachusetts. All votes.

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Mr. FRANK of Massachusetts. Well, it is late and I am sometimes cranky. I can't say that I would be happy to work with the gentleman, but I would be willing to.

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Mr. FRANK of Massachusetts. I will take back my time to say that you cannot, the gentleman could have offered a broader agreement. I do not agree. Yes, I would ask for unanimous consent to make a slight technical change in an amendment to fix wording. But to go into a much broader version of the subject, under these circumstances, without a hearing, without full participation in a mark up would be inappropriate, and that is what I mean by on the fly.

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