In his 10 years at the Investor Responsibility Research Center, a Washington analysis group, James E. Heard became an expert on shareholder rights and corporate governance. But while at the nanprofit organziation, Heard was unable to act o the issues that interested him. Instead, he had to remain an impartial observer -- an analyst.
Now, however, Heard will be able to get more involved in the stockholder and corporate governance issues that interest him. He recently was appointed executive director of the United Shareholder Association, a Washington-based formed by corporated raider T. Boone Pickens Jr. to lobby on behalf shareholder rights.
"I certainly wanted to be in a position in which I was free to state my views and to be sure that they were implemented," Heard said. "this was a better place to do that than IRRC." The IRRC provides research and analysis to institutional investors on shareholder issues, and among other things, has been a leading supplier of research into involvement in South Africa by American corporations.
In the past, Heard has testified before Congress and the Securities and Exchange Commission on shareholder issues. He also has written extensively on corporate accountability. As deputy director at the IRRC for the past five years, Heard directed and coauthored the IRRC's 1987 study on conflicts of interest in the proxy voting system.
That study, which the IRRC conducted for United Shareholders under a $50,000 contract, documented the vulnerability of the corporate election process to fraud and abuse, Heard said. Heard said his work on that project began in October 1986 and brought him in close contact with Pickens' organization.
Pickens, who has portrayed himself as a champion of shareholder rights in his many corporate takeover attempts, argues that most corporate managements are entrenched, self-serving and inept, and that shareholders need more power to oust such managers.
Heard, 41, calls his appointment "a great opportunity to have an impact on some current issues that have a significant effect on 47 million shareholders as well as our nation's economy."
One of the issue that USA has lobbied for is the one-share, one-vote issue, spurred by the controversy over companies that issue nonvoting classes of stock. "We have in the first year had an important impact convincing the SEC to hold hearings on the one-share, one-vote issue." Heard said. Final action on the one-share, one-vote rule-makeing proceeding should take place early next year, Heard said.
Last week, Heard and USA hailed a decision by the SEC to eliminate a rule preventing shareholders making proposals at corporate annual meetings from seeking support from owners of more than 25 percent of the company's stock. USA had argued that the rule had the effect of discouraging shareholders from making proposals.
"With this vote, the SEC has taken a meaningful first step toward giving shareholders a real voice in corporate affairs," Heard said after the decision.
USA, which has about a dozen chapters around the nation and has signed up 15,000 members in its first year, also has testified before Congress on shareholder democracy questions and is now attempting to persuade the Delaware bar association and the Delaware legislature to drop proposed amendments to the state's corporation law the USA says will be harmful to shareholders, Heard said.
"USA is very fortunate to be joined by someone with Jamie's capaibilities and experience," Pickens said in announcing the appointment. "His background makes him well qualified to lead our effort to make America moe competitive by restoring shareholders rights," he said.