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Brief Guide to Proxy Fights

The Responsible Shareholder's

The ACSR came down hard last week against the first of a second class of shareholder resolutions, one calling on G.E. to stop influencing politics in this country. "Most of the ways of influencing were illegal anyway," Martin J. Auerbach '73, an undergraduate member of the committee, explained, "and we didn't have any evidence that G.E. was using them."

Besides G.E., companies facing shareholder resolutions dealing with their political activities include EASTMAN KODAK (250,000 shares; April 24), GENERAL MOTORS (275,000 shares; May 25), and IT&T (325,000 shares; May 9). Ralph Nader's Project on Corporate Responsibility is asking all three to issue an annual report on its political contributions, including "brief descriptions of positions communicated between high-level personnel...and high-level officials of the federal government concerning any matter of unusual significance to the corporation." Particularly in view of the continuing furor over IT&T's attempt to buy the Chilean election, Harvard may well decide to support these resolutions.

SOUTHEAST ASIA

Until Mass Hall, demonstrations against large corporations were generally directed at Vietnam war profiteers. This year Clergy and Laity Concerned is sponsoring resolutions calling on G.E. and Exxon to report to their shareholders on their involvement in military projects in Southeast Asia and to establish committees "to provide for an orderly transition from military to civilian-oriented production." The ACSR came out against the G.E. resolution last week, not so much because it likes the company's military contracting, Auerbach said, as because most of the information G.E. hasn't already released is classified anyway.

No shareholder in LEAR SIEGLER (150,000 shares) is sponsoring an antiwar resolution, but the New American Movement is interested in the company anyway. At an open ACSR hearing a few weeks ago, NAM members raised the issue of Lear Siegler's training pilots and supplying equipment to South Vietnam, citing Boston Globe reports of skyrocketing numbers of American civilians in the country as evidence that such corporate involvement not only helped kill people but also risked a recommitment of American troops.

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NAM asked that Harvard sell its stock in the company and make a public statement about it; Stanley S. Surrey, Smith Professor of Law and the ACSR's chairman, said the ACSR would try to consider the matter after the proxy season.

IN THE APPALACHIANS

The first proxy campaign of them all was Campaign GM, which wanted, among other things, safer cars. Recently, activists have been more interested in the safety of companies' employees, and this year a group of staffers from the UMW's Miners for Democracy and various Ralph Nader groups--with occasional advice from outsiders like Martin Peretz, Master of South House--formed Campaign Continental.

Campaign Continental would require Continental Oil to improve conditions in its Appalachian coal mines, where most of the recent great mining disasters have occurred. Because Conoco filed its resolution late, the Securities Exchange Commission does not force it to include the resolution in management's proxy solicitations, so the Campaign is soliciting on its own. It's unlikely that Harvard will support this resolution, since the ACSR, for example, considers solicitations from non-management groups, if at all, only after its other business--in all probability, after Conoco's annual meeting.

Finally, the ACSR has accepted a request from Richard Wilson, professor of Physics, that it look into the information G.E. and WESTINGHOUSE (200,000 shares) offer the public on the safety of their nuclear reactors. Neither company provides nearly enough information, Wilson said last week. "The University should point this out, since its job is to educate and inform people."

Wilson said he would have bought a share of Westinghouse and sponsored a resolution on the matter himself if he had known in time of the University's policy of deciding on resolutions raised by others but not sponsoring resolutions of its own. As it is, he said, "Harvard could say, 'we have 200,000 shares and you should listen to us even if there's not a shareholder meeting.'"

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