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Friday, October 23, 2009
Analysis
Who Represents Taxpayers' Stakes in TARP Banks? Good Question
By Dunstan Prial
FOXBusiness

Have you received your Citigroup (C) proxy statement in the mail yet? How about from American International Group (AIG), or Bank of America (BAC)?
Didn’t think so.
The U.S. government owns sizable stakes in scores of financial services companies, large and small, the result of equity shares purchased under the Troubled Asset Relief Program.
Consider the government’s 36% stake in Citigroup, a result of a conversion last February to common stock of some $25 billion in preferred Citigroup shares purchased by the U.S. Treasury in an effort to keep the banking giant afloat during the darkest days of the financial crisis.
This means of course that, indirectly at least, U.S. taxpayers have significant investments in these companies. And as shareholders they have as much right to voice their say in matters affecting the firms’ bottom lines as any traditional shareholder who purchased stock through a broker.
Now, as the ramifications of these unprecedented bailout efforts orchestrated in the past year or so to ward off another Great Depression ripple through our economy, important questions are being raised.
Notably, who in government is representing the interests of the taxpayers with regard to these giant shareholder stakes?
As it stands, no one seems certain what Treasury officials will do if the government still holds a significant position in Citigroup when the company holds its next annual shareholder meeting in the spring of 2010.
Earlier this year, Robert Reich, a former a former labor secretary under President Bill Clinton who writes often on domestic policy, addressed the issue in an article.
“It's not even clear who represents us as members of the public. Next month, AIG holds its annual shareholders meeting. Are you attending?” he wrote. “The question of public representation keeps growing. Now that our loans to Citigroup have been turned into common stock, you and I and other members of the public are poised to become Citigroup's biggest shareholder, holding about 36% of its voting shares. But who represents us, and how should they vote?”
Good question.
Jay Cai, an assistant professor at Drexel University who studies corporate governance, said it’s rather simple, really.
“If the U.S. government still holds those shares when Citigroup holds its next shareholder meeting, then the U.S. government is just like any other shareholder,” he said.
“And just like any other shareholder, they can vote any way they like.”
Of course, the whole issue becomes moot if Citigroup pays back their TARP money before next year’s shareholder meeting.
Cai noted that the bank hopes to do that, but that efforts to raise money by issuing additional shares will depend on market conditions.
“It will be interesting to see how it plays out,” the professor said.
Spokesmen at the U.S. Treasury Department and Citigroup did not return calls seeking comment.
James McRitchie, publisher of CorpGov.net, a website that promotes shareholder activism, said he doubts the Treasury Department will flex its shareholder muscles at Citigroup’s 2010 annual meeting.
Yet he noted the Obama administration has taken an active role in setting executive pay at banks that accepted TARP money. The apparent conflict is pure politics, he said.
“I didn’t say it made sense,” said McRitchie, observing that the public demanded action on the easily understandable issue of huge executive salaries and the politicians delivered. Annual shareholder meetings, on the other hand, are a relatively remote concept to most Americans, he noted.
Meanwhile, there is pending legislation in both houses of Congress to address the issue.
Rep. Spencer Bachus, R-Ala., last month introduced a bill that would establish an independent trust to manage assets acquired by the government under the TARP program.
The legislation, called the TARP Recipient Ownership Act of 2009, would cover all assets tied to companies in which the federal government holds at least a 15% stake.
At the helm of the trust would be three independent trustees appointed by the president who would serve as fiduciaries for taxpayers and, in addition, “exercise the voting rights of the shares of the taxpayers on all core governance issues.”
The bill requires that the government liquidate its TARP holdings by Dec. 24, 2011.
A Congressional staffer with knowledge of the bill said the idea behind is to “depoliticize the process.”
Currently, “there is no transparency,” the staffer said, and the bi-partisan fear is that Treasury officials could potentially leverage their equity stakes to further a political agenda.
Reich made a similar proposal last spring, recommending the appointment of public directors to represent taxpayers’ interests in these companies: “At the least, when government takes an ownership stake in a company, the public should be represented on that companies’ board of directors in direct proportion to the size of its stake,” he wrote.
“Those public directors should be appointed by the president. In exercising their oversight function, they should seek guidance from the president and his top economic officials.”
Bachus’ bill, which has bi-partisan support and a counterpart in the Senate, is currently awaiting a hearing before the House Financial Services Committee. It will undoubtedly gain momentum if Citigroup fails to repay it’s TARP money as the bank’s annual shareholder meeting looms nearer on the horizon.
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