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…PAUL ATKINS: Well, Ray, what this comes down to, first of all, is, as far as the SEC goes, is whether or not the information is material.
And that’s what guides the — from the Supreme Court cases and from SEC rules and even from the statute that authorizes the SEC to require disclosure, it comes down to, what’s material. What …
RAY SUAREZ: And for the purposes of this conversation, what is — what does material mean?
PAUL ATKINS: Material means for a shareholder to decide whether to buy, sell or hold that particular stock, and so whether it will change the total mix of information that the shareholder has.
And shareholders have been confronted with these questions through a lot of shareholder proposals time and again, 100-some companies this year and last year as well. And over and over, shareholders vote overwhelmingly against it. Why? Because it’s not material. And it doesn’t really matter to them.
This is not about disclosure. This is about special interests pushing to try to have information disclosed in public, and then to use that information against corporate management and directors to try to get them not to engage in — we’re not even talking, as I said before, about the politics of political campaigns, but against — to try to have them not engage in political advocacy…
