How do companies keep secrets? President Donald Trump's Securities and Exchange Commission ruled that a healthcare company seeking federal and state government approval for a controversial merger may block shareholders from voting on an initiative to compel the company to fully disclose its lobbying activities.
Last month, the SEC’s Division of Corporation Finance informed Anthem that it will not recommend enforcement action if the company blocks the resolution submitted by a group of faith-based social justice groups that own shares in the company. If passed, that resolution would have forced the company to disclose its “policy and procedures governing lobbying” and all “payments by Anthem used for direct or indirect lobbying or grassroots lobbying communications.”
The SEC’s decision effectively allows Anthem executives to prevent the shareholder resolution from appearing on its annual proxy statement, thereby preventing other shareholders from voting on it. That move comes as a recent study shows that most publicly traded corporations are not disclosing their lobbying spending to their own shareholders.
The SEC move also comes as Anthem lawyers recently said they are holding out hope that the new Trump administration settles a Justice Department antitrust case aimed at blocking its proposed merger with Cigna. Groups representing consumers and physicians have argued that the merger — which would create the largest health insurance conglomerate in American history — would limit medical options and raise prices for up to 53 million Americans. The companies have asserted that the merger would benefit consumers.
Anthem is a major political spender: As the merger process has unfolded, it pumped millions of dollars into political groups linked to the state and federal officials who control the agencies evaluating the merger. Most recently, it gave $100,000 to Trump’s inaugural committee — and one of its top lobbyists became Trump’s deputy White House counsel.
In asking the SEC to support its move to block the shareholder resolution, Anthem’s lawyers argued that the resolution represented “the same subject matter as three previously submitted shareholder proposals that were included” on its proxy ballot, and that those measures did not receive the requisite amount of support to justify another vote.
Proponents of the shareholder resolution countered that those previous initiatives — the latest one which received almost 10 percent support — dealt with campaign contributions, but not specifically with lobbying expenses, and that therefore their new resolution should be on the ballot.
“Since the regulatory regimes are totally different and the data requested are totally different, shareholder proposals requesting disclosure of lobbying information do not have substantially the same subject matter as shareholder proposals requesting disclosure of political contributions,” wrote Paul M. Neuhauser, the attorney for the groups that submitted the resolution.