This year has not been a great one for activists seeking to force corporations to increase disclosure of their political activities.  According to the Manhattan Institute’s Center for Legal Policy, average shareholder support for proposals related to political spending or lobbying declined again this year, from 22 percent to 20 percent for lobbying proposals and 17 percent to 16 percent for political spending proposals.  Further, as we’ve reported, the Securities & Exchange Commission recently passed on a rulemaking that would have required public companies to increase their political disclosures.

Undeterred, shareholder activists at Citizens for Responsibility and Ethics in Washington (“CREW”) launched an aggressive new tactic this week, filing a lawsuit in New York federal court against Aetna.  The complaint does not attack Aetna’s political disclosure policies directly.  Rather, it claims that Aetna misled shareholders when it published a Proxy Statement opposing a shareholder resolution that sought to compel the company to disclose more information about its political activities.

Some of the allegations are a stretch.  The complaint asserts, for example, that Aetna’s Proxy Statement was false and misleading because it stated that the company’s Political Contribution Report, available on the “Health Care Initiatives” section of the Aetna website, was “easily accessible.”  But the complaint also uses the Proxy Statement’s reference to prior company Political Contribution Reports as a hook for asserting that alleged inaccuracies in those reports derivatively resulted in a false and misleading Proxy Statement.

By bringing this case, activists may be attempting to reverse the trend of shareholders voting down political disclosure resolutions.  These groups may hope that companies, fearing litigation, will refrain from opposing similar initiatives in the future.  Ironically, the lawsuit may cause companies to re-think whether they disclose political contributions on their websites at all.  These disclosures are not legally required.  If activists begin picking these online political contribution reports apart for inaccuracies and then sue the company for federal securities law violations, companies might re-think whether it is worth disclosure in the first place.