Visa Faces Shareholder Challenge on Lobbying Expenditures

Visa Inc. (NYSE: V) is urging its shareholders to reject a proposal by activist investors that would require the card network to reveal detailed information about its lobbying activities.

The proposal is part of a larger campaign by liberal investor groups to target companies with ties to the American Legislative Exchange Council, a conservative group that has helped draft state laws on hot-button issues including immigration and voter identification. According to news reports, Visa contributed $50,000 to the group's annual meeting and served on one of its task forces.

Visa, of Foster City, Calif., responded to the proposal by promising to release publicly its policy on political participation and lobbying, while also recommending that shareholders vote no. The measure is scheduled for a shareholder vote at Visa's Jan. 30 annual meeting.

"Public-sector decisions significantly affect Visa's business, direction and growth," the company stated in materials released in advance of Wednesday's meeting. "For this reason, we participate in the political process through regular and constructive engagement with government officials and policy-makers, by making political contributions, and by encouraging the civic involvement of our employees."

Some information about Visa's federal lobbying activities is already in the public realm, due to requirements that registered lobbyists file regular reports on their work.

In 2012, Visa spent at least $3.9 million on federal lobbying, according to records maintained by the Center for Responsive Politics. That number was down significantly from the $6.9 million it spent in 2011, when Visa and other financial firms were seeking the repeal of new price caps on debit swipe fees.

But less information is publicly available at the state level. It also becomes harder to trace a company's lobbying footprint when it funds third-party organizations such as the American Legislative Exchange Council, known as ALEC.

The proposal to require Visa to disclose its lobbying activities was submitted by two groups: the Unitarian Universalist Association of Congregations and Boston Common Asset Management, an investment management firm that focuses on what it calls sustainable, responsible investing.

"Membership in ALEC became very controversial when ALEC's role in Arizona style immigration bills, Stand Your Ground legislation and voter identification bills was exposed," they wrote in their proposal, which Visa disclosed in a recent Securities and Exchange Commission filing.

Boston Common Asset Management spoke to Visa management prior to submitting the proposal, according to Lauren Compere, the firm's director of shareholder engagement. Referring to Visa, she said: "They were not in a place to sufficiently commit to what we consider best practice on enhanced disclosure."

Her group's proposal would require Visa to make annual disclosures regarding the company's payments for direct lobbying and grassroots lobbying communications, as well as payments to any tax-exempt organization that writes and endorses model legislation. That language describes what ALEC does.

Compere argued that it's important for a company's values to be aligned with those of organizations it supports.

Though Visa is the only financial company that Boston Common Asset Management is currently pushing for greater lobbying disclosure, its shareholder proposal states that McDonald's, PepsiCo, Kraft Foods and Wendy's have all withdrawn their funding of ALEC as the conservative group has come under heavy scrutiny.

Visa spokeswoman Erica Harvill said in an email: "With regard to ALEC, we are always evaluating our relationships with political organizations."

The Visa lobbying-disclosure proposal is similar to measures submitted recently at other companies, according to Caleb Burns, a partner at the law firm Wiley Rein.

Burns said that Visa has made a strong case for why it should not release publicly detailed information about its lobbying activities.

"It's sensitive, it's competitive, and it's in the best interest of everyone associated with the company, shareholders included, to keep that in the hands of management, subject of course to board oversight," Burns said.

"Short of some sort of accusation that the company is engaging in activities that are not in the best interest of the shareholders, it's lost on me as to why the shareholders are asking for disclosure of this information, as opposed to any other information," he added.

The lobbying disclosure requests following earlier efforts by activist shareholders to require companies to disclose more information about their campaign-related expenses, according to Burns.

He said that he is not aware of the lobbying disclosure proposals being approved at any other company. Still, the activists' efforts are having an impact, with the campaign spending proposals gaining support from more shareholders over time, and some companies voluntarily complying with the groups' requests, he said.

More U.S. companies are taking the political disclosure issue seriously, Burns said, "not because they think they've got something to hide, but because this could serve as a precedent for shareholder demands for public disclosure of all kinds of information."