Proxies

FALLUJAH, Iraq - Blowing up earth berms and emptying sandbags, thousands of Marines abandoned 3-week-old positions in embattled Fallujah yesterday, leaving behind hundreds of Iraqi troops who once served in Saddam Hussein's army to subdue an anti-American insurgency. The effort failed to bring immediate peace. A suicide bomber attacked U.S. armor escorting the U.S. forces, killing two Marines outside the city. Still, the general in charge of U.S. operations in the Middle East characterized the experiment of rearming an old foe as a proxy force as "a possible breakthrough" in the battle to tame Fallujah, in the area known as the Sunni Triangle.

Last year, in Prince George's County, more than 50 strangers visited a woman during a two-week period. The uninvited men arrived at all hours, day and night, some trying to force their way into her house. Each showed up expecting to have violent sex with her - and, in some instances, her children. Terrified for the safety of her family, she resorted to sitting up all night with a shotgun barrel trained on her front door. Her four children slept in the living room, too afraid to sleep in their own beds.

PHILADELPHIA -- As elections go, this one might have been devised in the old Kremlin.Conrail shareholders are scheduled to vote Dec. 23 on a proposal that will likely decide the Philadelphia railroad's future. If they approve the management-endorsed proposal, Conrail's planned $8.5 billion merger with CSX Corp. will move forward.If the shareholders don't approve they won't vote.In proxy materials mailed out last week, Conrail first invites shareholders to attend the special meeting and then says plainly, "It is expected that the special meeting will not be convened if Conrail has not received sufficient proxies to assure approval of the Proposal."

An attorney for a teenager who said his jaw was broken in an encounter with Baltimore police dismissed the city's civilian review board as a "proxy" for police after nearly three years have passed without a ruling on the case. In July 2010, Yardell Henderson, then 16, filed a complaint with internal affairs in which he said he was beaten by police in Northwest Baltimore during an incident that did not result in his arrest or criminal charges. He also contacted the civilian review board, a volunteer panel formed to great fanfare in the late 1990s, to provide a check on police.

A federal judge in Baltimore today dismissed a suit by American Telephone and Telegraph Co. that aimed to bar NCR Corp. from pursuing litigation to prevent a hostile takeover by the communications company.Judge Frederic N. Smalkin ruled that his court does not have jurisdiction in the suit, filed last Wednesday in U.S. District Court in Baltimore, because AT&T has not actually sought or obtained proxies from NCR stockholders.Proxy acquisition by AT&T could force the court to consider legal issues involving the Maryland Business Combination Act and the state's Control Shares Act, two anti-takeover measures enacted by the General Assembly in 1989.

Clearly exasperated by the complex semantic arguments presented during a hearing today, U.S. District Court Judge J. Frederick Motz suggested the possibility of a rerun of the Baltimore Bancorp shareholder vote.But Motz made no decision today. That is expected next week.Baltimore Bancorp, the state's fifth largest banking operation, is the target of a takeover effort led by Edwin F. Hale Sr., owner of the Baltimore Blast soccer team and trucking and barging businesses.At several points today, Motz suggested that a new vote would resolve legal issues raised in the takeover battle.

WE ARE SHOCKED, shocked! Some businessmen are actually pumping money into political coffers through proxies to disguise the fact they are violating the law by exceeding donation limits! Can you believe it?Apparently Gov. Parris Glendening cannot. He, too, said he was shocked, shocked! to learn that Stephen Montanarelli, the state prosecutor, had charged Pimlico track owner Joe De Francis with violating campaign finance laws by funneling $12,000 to the 1994 Glendening race through three New York relatives.

Lawyers for Baltimore Bancorp argued today that if shareholder votes are properly counted, the bank holding company won a key vote that would deny control to a group of dissident shareholders.In a hearing in U.S. District Court, David Clarke, an attorney for Baltimore Bancorp, pointed out that a motion to enlarge the company's board from 18 to 28 seats did not receive a majority of the votes cast. In that vote, 5.2 million shares were voted for the provision out of a total of 10.5 million cast.

A group of dissident Baltimore Bancorp shareholders said yesterday that it will fire Baltimore Bancorp Chief Executive Harry L. Robinson if it is successful in gaining control of the board.Baltimore businessman Edwin F. Hale Sr. said he and other Baltimore Bancorp shareholders have formed a shareholders' committee for the purpose of soliciting proxies from shareholders. The announcement said that the group would install Charles Whittum, a former executive at Union Trust (now Signet Bank/Maryland)

FDIC proposes S&L stock rulesA second federal agency proposed rules yesterday aimed at limiting windfall profits for insiders when depositor-owned savings and loan institutions offer stock to the public.Under pressure from Congress, the Federal Deposit Insurance Corp. joined the Office of Thrift Supervision in cracking down on abuses when the so-called mutual S&Ls go public.The rules are aimed at S&L managers who reap excessive gains by setting the stock offering price well below the value of the institution so that it rises rapidly after stock is sold to the public.

An influential shareholder guidance group is advising Legg Mason investors to vote against the Baltimore company's $5.9 million compensation package for Chairman and CEO Mark R. Fetting. Glass, Lewis & Co., which provides guidance on proxy proposals, gave Legg a "D" grade in pay for performance, saying the Baltimore asset manager's compensation package is out of line with its results. "In light of the company's track record of overpaying its executives and failing to promote a long-term focus among [its top paid executives]

WASHINGTON - In the early 1990s, the United States began beefing up Georgia's army as the tiny republic gained its independence from the collapsing Soviet Union - an effort accelerated after 9/11 in what President Bush said was a fight against al-Qaida. That "train and equip" program is part of a growing, global American initiative to bolster military forces in such unlikely and unstable places as Ethiopia. Chad, Albania, Kazakhstan, Sri Lanka, Lebanon and Yemen. Cease-fire Russian military reportedly violates truce.

You can't blame investors for being a bit paranoid about fund management, thinking that the brass always puts shareholder interests last. The problem with that line of thinking is that it's tough to figure out those times when management really is out to get you. That's why some investors took the release of the largest-ever study on mutual fund proxy voting as a sign that fund firms are in the pocket of Corporate America, while others suggested the...

Don't be pressured to vote fund proxies. Over the past few weeks, several readers dropped me lines to say that they had been surprised by ugly calls from Fidelity Investments about their mutual fund accounts. They wanted to know how to respond. Fidelity wasn't really checking up on shareholders and trying to make sure everything is all right - which is how some of the investors first took the call - but rather was calling to drum up proxy votes. Specifically, Fidelity needs shareholders in many of its mutual funds to vote on a shareholder proposal that would make the firm's investments "genocide-free," avoiding companies known for extreme abuses of human rights.

WASHINGTON -- Companies will continue to have broad authority to block investors from playing a bigger role in electing members of corporate boards, federal regulators ruled yesterday. The 3-1 vote by the Securities and Exchange Commission drew rebukes from investor activists, who say average shareholders are virtually powerless to deal with board members who aren't looking out for their interests. "Responsible management need not fear its shareholders," said Commissioner Anne L. Nazareth, who cast the lone dissent.

KALISPELL, Mont. -- By her own count, Sarah Knapton has been "married" more than 250 times. So when she recently took her vows before Municipal Judge Heidi Ulbricht, it was just another day for her. "I do," she said, and at that, Ulbricht pronounced her married, by proxy, for the umpteen time to the man by her side, Kyle Kirkland, a former high school classmate. It wasn't an altar; Knapton and Kirkland really weren't married to each other. In fact, Knapton has a steady boyfriend, and Kirkland is happily married to someone else.

Voters in Ohio and California have an unusual opportunity this year. They have a chance not only to rescue their own states from control by an incumbent political monopoly but also to give hope to citizens in Maryland and other states that they can break up ruling monopolies as well. Ballot initiatives in the Midwestern swing state and the Pacific Coast behemoth call for seizing the power to draw congressional and legislative district maps away from the politicians most affected and placing it in the hands of independent commissions.

With the Cold War winding down, regional conflicts that once were viewed almost exclusively in the context of the East-West competition have lost their geo-political significance. As a result, for the first time in a generation the prospect of peace now beckons in the countries of the Third World, where civil strife has claimed hundreds of thousands of lives over the last two decades.The accord between Angolan rebels and that country's Marxist government, and the U.S.-brokered entry of rebels into the Ethiopian capital of Addis Ababa after the collapse of the military government there are but two examples of how quickly ancient conflicts can collapse once the big powers withdraw support.

Billionaire investor Carl C. Icahn dropped his plans to propose an opposing slate of directors for the board of Gaithersburg-based MedImmune Inc., noting the biotechnology company's decision to seek a buyer. Icahn, in an e-mail statement yesterday, said he urged MedImmune "several weeks ago" to put the company up for sale. He also said at the time that he intended to nominate directors at the 2007 annual meeting "whose intention it would be to accomplish this." In pulling back yesterday, Icahn said he reserved the right to pursue the proxy fight if MedImmune, Maryland's largest biotech company in sales and employment, fails to complete a sale.

WASHINGTON -- Although Bush administration officials have denied that they transfer terrorism suspects to countries where they are likely to be abused, a classified memorandum described in a court case indicates that the Pentagon has considered sending a captured militant abroad to face interrogation under the threat of torture. The classified memo is summarized - although its actual contents are blacked out - in a petition filed by attorneys for Majid Mahmud Abdu Ahmad, a detainee held by the Pentagon at its facility in Guantanamo Bay, Cuba.