New mantra for reformers: Don't sue.
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Within this climate, corporations must make their shareholders aware of potential liabilities that could cause stock prices to plummet.Skip to next paragraph
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That requirement has enabled shareholders to pressure utilities, with threats of embarrassing resolutions and lawsuits, to report how their fossil-fuel burning might affect global warming. At least six states, according to the Wall Street Journal, are preparing to sue five energy companies whose emissions have allegedly become a public nuisance. In other cases, shareholders are demanding that company managers report how much impact operations might have on global warming.
Changes in the law have also opened new avenues for ethical crusading in the workplace. Whistle-blower laws protecting employees who witness wrongful conduct on the job have become significantly stronger, Ms. Rembert says. Example: Those who go over their bosses' heads to report wrongdoing no longer need to fear retribution. By law, their identities can't be revealed to their immediate superiors.
For average investors, creative use of the law in today's scandal-weary environment often means exercising their newly established rights. Once investors know those rights, experts say, execution is far easier than they might have imagined.
Mutual-fund investors, for instance, will soon have a right to know how fund managers have been voting on resolutions raised at specific companies' shareholder meetings. Did they side with the company's management on issues from labor relations to environmental impact? Did they support pay hikes for the CEO? Did they insist on board-member independence to prevent any possible conflict of interest?
After Aug. 31, investors will be able to obtain answers simply by contacting the mutual fund and requesting a proxy voting report. Industry watchers expect a high level of interest among individual investors might lead fund managers to weigh ethical considerations seriously when voting their proxies next time around.
Investors also have a right to information that might reasonably affect their decisions about whether to keep investing in a particular company, says Mercer Bullard, professor of securities law at the University of Mississippi School of Law. For investors with ethical concerns, the challenge lies in how to make the case for why they have a stake in the company's behavior.
"You need to formulate your social values into market values," Mr. Bullard says. If the investor can show that disclosure on social issues could reasonably affect his or her decisions and financial returns, then SEC regulators can take up the cause and mandate the sought-after disclosure.
Of course, where the law is wielded as an instrument, lawsuits are never far behind. According to new, post-scandal requirements, executives now must sign off on company financial statements, attesting to their comprehensive review and accuracy. That some individual executives will be sued for allegedly misleading investors, experts say, is only a matter of time.
For now, most class-action lawsuits on behalf of investors have centered on the financial damages they allegedly suffered. But as an increasing number of suits get settled with nonfinancial commitments to corporate reform among the terms of agreement, the scope defining what's due investors seems to be broadening, Rembert says. "It's not far fetched that you might see a class-action suit on some kind of social issue."