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Mailings focus divide over union merger!!!

February 17, 2012 (10:38) | 2012, Merger Mania, SAG Politics | By: Arlin Miller

Posted: Thu., Feb. 16, 2012, 7:25pm PT
Opposition Report disputes health, pension ramifications
By DAVE MCNARY
With 10 days to go before ballots go out, high-profile thesps have started lining up on both sides of the proposed merger between the Screen Actors Guild and the American Federation of Television & Radio Artists.
On Thursday, Sam Jaeger (“Parenthood”), Seamus Denver (“Castle”) and “Modern Family” cast members Ed O’Neill, Jesse Tyler Ferguson, Julie Bowen and Eric Stonestreet appeared in videos on the pro-merger www.sagaftra.com web site.

On the vote-no side, former SAG president Alan Rosenberg and Scott Wilson — winner of SAG’s Ralph Morgan award for service — joined about 30 antimerger protesters in front of SAG and AFTRA headquarters.

Meanwhile, attorneys for merger opponents, headed by David Casselman of Wasserman, Comden, Casselman & Esensten, have been tussling with SAG attorneys over the materials to be included in the ballot materials.

Casselman disclosed Thursday evening that he and SAG attorneys had reached a tentative agreement on the Opposition Report that will be sent to members. That document — limited to 1,000 words — was not required as part of the ballot materials but the SAG and AFTRA boards OK’d its inclusion last month.

Pro-merger forces have contended that SAG and AFTRA will have more clout as a combined union — a contention that been disputed on numerous occasions by Rosenberg, who served two terms as SAG prexy from 2005 to 2009. He continues to insist that AFTRA’s leaders have been too accommodating to employers, and that a merger will put those leaders in a dominant position.

“This merger is being done so that no one will stand up to the employers,” Rosenberg said. “It’s a lie to say that we’ll be stronger by merging with AFTRA. The same leaders pushing this are the same ones who made a deal last year where we gave away first-class travel and had no advances on new-media provisions.”

The merger proposal will be sent to 120,000 SAG members and 70,000 AFTRA members, who include actors, broadcasters, DJs, singers and dancers. To pass, the referendum needs a 60% approval margin from both orgs among votes cast. SAG and AFTRA will mail out ballots on Feb. 27, with a tabulation date of March 30.

Opponents are also objecting to the lack of a comprehensive analysis of combining the SAG and AFTRA pension and health plans and to the assertions by the unions in their feasibility study.

The unions’ summary of the feasibility study noted that several hundred multi-employer pensions have merged over the past 25 years, and there is no legal obstacle to merging the SAG and AFTRA pension and health plans. It also said multi-employer plan mergers do not pose any increased risk of loss of benefits.

Cassleman disagreed.

“The crux of the problem is that SAG is representing that merger will result in no reduction of pension or health benefits,” he said. “But the truth is only the merger of the unions is on the table now. If the unions are merged, SAG members will have no further voice or opportunity to oppose a later merger of the pension or health plans, despite the highly probable negative effect that plan mergers will have on their benefits.”

Casselman also asserted that the merger proposal is also being promoted as if it will solve the problem of split actor earnings under the separate SAG and AFTRA P&H plans.

Merger backers contend that combining SAG and AFTRA will make it easier to combine the plans as a first step toward resolving the problem that performers face in making contributions to the separate plans and then not meeting the earnings qualifications.

“But the undisclosed truth is that the merger proposal does not even offer a solution to that longstanding problem,” Casselman said. “The merger plan will codify the split earnings dilemma exactly as things stand today.”

SAG First VP Ned Vaughn, a leader of the Unite for Strength faction that has dominated guild politics in recent years, responded by asserting that merger opponents don’t have the backing of members.

“The same crowd keeps trying the same failed tactic, and it seems like they’re getting desperate. When they can’t get the support of members, they hire a legal gun to accomplish what they can’t get done at the ballot box. Four years of election returns have made it clear that members want nothing to do with their divisiveness,” Vaughn said.

He also questioned Casselman’s expertise.

“I’m amazed their lawyer thinks he knows more about the security of our pension and health benefits than a half-dozen of the country’s top experts, who all agree that merger is a great step,” Vaughn said. “One thing he obviously doesn’t know about is the disastrous effect having separate unions has had on working-class actors. That’s why the real experts — our members — have made it so clear they want SAG and AFTRA to merge.”

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The SAG Watchdog
Arl

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Anti-Merger Lawsuit Looming Against SAG (Exclusive)!!!!!

February 16, 2012 (22:43) | 2012, Merger Mania, SAG Politics | By: Arlin Miller

A suit may be filed within days in federal court, and will seek an injunction and, probably, attorney fees.

2:57 PM PST 2/16/2012
by Jonathan Handel

Opponents of SAG-AFTRA merger have prepared a lawsuit against the union and its officers, and are prepared to go into federal court by Tuesday in an effort to halt the merger referendum, The Hollywood Reporter has learned.

Counsel for the opponents, David Casselman of Wasserman, Comden, Casselman & Esensten, told THR he has been negotiating with SAG lawyers seeking additions to the referendum packet to be sent to members – specifically, “an agreement on key facts in dispute for joint presentation to the members.”

However, if negotiations fail, Casselman’s clients – who he said number about 100, but didn’t name – are likely to give the thumbs up on going into court by Tuesday. Monday is a holiday, Presidents’ Day, and courts are closed.

“The current merger plan and announcements fail to fully and fairly disclose the truth,” Casselman said. “From protection of pension and heath benefits, split earnings, to negotiating strength, the members are receiving misleading information, rather than the facts.”

How likely is a lawsuit? Casselman didn’t lay odds, but said that if he and union lawyers reached agreement on additions to the referendum packet, “we hope that suit will not be necessary, barring other problems.”

He added that SAG and merger opponents had tentatively agreed on wording of the opposition statement to be included in the referendum materials.

If filed, the lawsuit will allege that the Phase I agreement, incorporated in SAG’s constitution, requires that a detailed study be done of the financial impact of merger on the unions’ pension and health plans. It will seek to delay the scheduled merger referendum until a study is performed and, in Casselman’s words, “full and fair disclosures to (union) members.”

The suit will also allege breach of fiduciary duty by officers and perhaps other board members under federal labor law, asserting that they’re deceiving the members as to the effects of merger.

“These complaints are without merit,” SAG general counsel Duncan Crabtree-Ireland told THR.

The language of the Phase I agreement requires only that certain committees “recommend that the consolidation of the respective pension plans be studied so that it may ascertained (a) what, if any, merger plan can be achieved which will satisfy the requirements of law and the protection of all eligible members against loss of benefits, presently or in the future; and (b) the willingness of industry trustees to consolidate the plans.”

It’s not clear how merger opponents translate “recommend” into a requirement that the boards commission a study. Crabtree-Ireland said that the SAG board “considered and acted on all recommendations in connection with the merger process and approved the Feasibility Report as fully addressing those recommendations.”

The Feasibility Report addressed legal issues, but not financial ones specific to the SAG and AFTRA plans, nor the willingness of trustees to modify the plans if the unions merge. On the latter point, sources close to the union have previously told THR that the plans’ management-side trustees were not willing to study or address any of these matters until and unless the unions merge.

In addition, SAG sources say that the guild suspended Phase I in 2008. Casselman countered that there was “grave doubt” that this was the case, and that the Phase I requirement had been restated in board resolutions in 2003, 2008 and 2012.

With regard to the fiduciary duty claim, Crabtree-Ireland said “Throughout the nationwide Presidents’ Listening Tour and the member-led Group for One Union merger discussions the board has acted with the utmost fidelity to the interests of our broad-based and diverse membership.”

If the plaintiffs prevail on the fiduciary duty claim, the judge has discretion to require that SAG pay their attorneys fees (which could be substantial), their court costs (which are usually not particularly large) and any other necessary expense (which might include big-ticket expert witness fees).

Such fee shifting is contrary to the general rule in U.S. lawsuits, which is that each side bears its own fees and costs, but that rule doesn’t apply when statutes, such as this one, explicitly provide otherwise.

Casselman told THR that the named plaintiffs were undetermined, but that there may be “a large number,” and that in any case the plaintiffs would be representing all SAG members in a derivative capacity.

If not delayed by a suit, merger ballots are scheduled to go out on or about February 27, with a return date of March 30.

Email: jhandel@att.net

Twitter: @jhandel

Wow!

The Ol’ Watchdog

Arl

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Protestors Gather Outside SAG Office to Slam AFTRA Merger!!!

February 16, 2012 (20:33) | 2012, Merger Mania, SAG Politics | By: Arlin Miller

Protestors Gather Outside SAG Office to Slam AFTRA Merger

Published: February 16, 2012 @ 3:43 pm
By Brent Lang & Pamela Chelin

Roughly 35 Screen Actors Guild members gathered outside the union’s office on Wilshire Boulevard on Thursday to protest a proposed merger with the American Federation of Television and Radio Artists.

Carrying signs and handing out pink flyers, the SAG members demanded answers to questions about how combining the two unions will impact their health and pension benefits and how the organization will be governed.

Also read: SAG, AFTRA Release Details of Proposed Merger

“I really shouldn’t care because I’ve got my pension and it’s guaranteed. But the kids coming along, it’s not,” Terrence Beasor, an actor and 30-year SAG member, told TheWrap.

Beasor echoed the concerns of a group of SAG members who fear that their better funded union will have to cut back on benefits once it takes on AFTRA members. They also maintain that the merged entity will give AFTRA a disproportionate amount of influence.

“It will be run by convention so we basically lose our vote,” Paul Edney, an actor and 10-year SAG member, said.  “They incorporated in Delaware so we can’t sue management and the laws in Delaware favor management.”

SAG’s leadership maintains that the merged union will have more bargaining leverage with studios and other employers — a key factor in hammering out future agreements.

Some protestors said that they felt that the guild’s leadership was ramming the merger through without informing their members about the ramifications of pooling their resources with AFTRA.

“I was a pro wrestler for most of my life and they would say that it was a farce,” Hank Garrett, a 56-year SAG member. “Well this is a farce.”

The boards of both unions approved the merger at the end of January. For the merger to take place, however, at least 60 percent of votes cast from each union must favor the consolidation.

SAG and AFTRA will send merger referendum ballots to members around Feb. 27. Ballots must be returned by March 30.

The guild members at Thursday’s protest said they plan to have a similar demonstration next week.

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Thanks for standing up for our union , folks.

 

Arl The Ol’ Watchdog

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Report on Membership’s Merger Meeting!

February 14, 2012 (12:00) | 2012, Merger Mania, SAG Politics | By: Arlin Miller

The author is SAG Hero Michael Bell:

Up to my tush in responses from Thursdays night’s meeting which was the equivalent of an evening at the Magic Castle, however not as entertaining. All smoke and mirrors.

I watched an impassioned, mostly aware, but some ill informed group of actors ( 400 at least attending..about 50 at the mic ) ask cogent questions, make strong statements opposing merger, or simply gush enthusiastically about how happy they were upon receiving their SAG cards 3 or 4 years ago and ask plaintively” why can’t we all get along?”

The response from the Pro Merger SAG and AFTRA panel to cogent and intelligent questions was, to quote Big Daddy, an exercise in *MENDACITY

* mendacity: a highly fictionalized memoir in which facts were few and the mandcities were many.

When confronted by a member about why SAG has not presented a Financial Impact Report like the Mercer Report from 03, which is a Financial Impact Report that clearly showed a dimunition of benefits if SAG merged with AFTRA, SAG attorney Duncan Crabtree Ireland cherry picked his answer, and only sited the fact that a merger was feasable and legal ( which is the sum total of the puff piece they call the Feasiblity Review) . He did not site the fact that the merger was deemed unacceptable by the then trustees who made the decision to not approve it as a result of the Mercer Report’s findings. This ultimately caused the merger to be voted down.

He knew that fact, but chose not to disclose it. That’s our SAG attorney.

When AFTRA President Roberta Reardon was asked “why does AFTRA allow card carrying Broadcasters, Newsmen/women,Disc Jockeys, Game Show hosts etc to work NON UNION….(which means they do not pay into AFTRA’s pension plan now and won’t in this proposed NEW BRAVE UNION”), she deferred to their Executive Director Kim Roberts Hedgpath who calmly explained that they tried legally some time ago to organize broadcasters etc but they lost that battle in court. However, she maintained that with the strength of this NEW BRAVE UNION, they would certainly try again. This response elicited ( and rightly so) many boos and catcalls.

Of course she neglected to tell the audience ( most of whom were not taken in by her lame excuse..hence the vocal outrage ) that those broadcasters,newsmen,game show hosts, etc threatened to leave AFTRA if they didn’t back off. AFTRA of course did not want to ruffle the feathers of their biggest stars, and so agreed to let them continue to work off the card. I think most of the audience knew that formula would never change if we merged…and of course she knows it as well. Smart woman. Smarter crowd.

The members continued on several occasions to boo the panel when they came up with pathetic answers to cogent questions. As a result, President Howard had to stop the proceedings, and ask them to calm down. He became very folksy as he attempted to convince us he was “ah shucks just one of us” and why couldn’t we behave?
( A further example of how they are one of us was Secretary/Treasurer Amy Aquino’s claim she had a hard time making her insurance last year, and how this merger would help preclude that from happening if we merged ).

President Howard, put on his ” I’m really hurt face” and went on to explain how hard everyone up there worked to put this great plan together, and how he couldn’t understand why “golly” everyone was so unruly after his PRO MERGER panel gave those long drawn out answers to their questions…or why the members felt that they,the PRO panel, were all in bed with management.
He appealed to the crowd in his most folksy and bewildered “big fella who doesn’t get it” manner,to settle down, as the time was growing late and they truly were inerested to hear from everyone…if heck,time didn’t run out.”

All that was missing was a cowboy hat, a wet toothpick dangling from his mouth, dusty scuffed boots making circles in the sand, and someone off to the side ready to tear open the envelope, announcing the Best Dramatic Performance from a SAG President at an open forum in 2012.

At one point Ms Reardon tried to explain why the AFTRA formula of “voting on important issues and officers via convention” would serve the members better then the SAG “one person one vote” concept. It seems that in this NEW BRAVE UNION, the Executive Vice President ( a possible new paid position) the most powerful person in the union if we merge, will be appointed by convention. She explained that as a result of her, and the conventioneers being familiar with each each other, and each other’s positions on problems since they eat together,travel together and discuss important issues at the convention, that that knowledge would help them make a better decision as to who would be the most capable to captain this new ship” ( at least that was the gist of it) .

I certainly can understand her reasoning, since she unlike any other past President of either AFTRA or SAG, is now being paid for a position she volunteered for ( in fact the SAG Constitution is clear on that issue ).
Her salary was not voted in by the members of AFTRA who are paying her out of their dues, but at a Convention by her friends, and fellow delegates. Her salary of $3,500 a month was voted in by people she eats with, travels with and who she knows intimately. Well, at least 68% of her friends.

Most of the audience catcalled and booed her on that response. Again, our President called for order, and shook his weary head in disgust.

I watched Ms Reardon sally around the truth like a professional ice skater on rough ice. Spinning, and leaping and landing on point with nary a stumble.
And then I recalled seeing her for the first time at the 2008 plenary at Century City Plaza which I attended as a board member. I remembered how we all waited for Ms Reardon and the AFTRA board to arrive so we could begin discussing our joint proposed package on the New Media Contract. That’s right, Joint. Kinda like….a merger.

She and her contingent finally arrived a few hours late, only to march in lockstep to the stage to announce that they were going to negotiate the New Media contract with management ……ALONE!

They then promptly left, again in lockstep….sped off to management, and made a terrible deal for all actors in NEW MEDIA. A deal which exists to this day.

The reason they gave for that decision was that they were very angry at our then Executive Director Doug Allen and our then President Allen Rosenberg for meeting with the stars Susan Flannery and John McCook of the CBS soap opera “The Bold and the Beautiful”, with the express purpose of SAG taking on the reins as that show’s bargaining agent.

I went to CBS the next week, met with Ms Flannery and another cast member, and got the truth behind AFTRA’s lie.
I asked Susan to present that truth to the press, and here it is.

http://www.deadline.com/interstitial/?r … traight%2F

Since then, neither Ms Reardon or anyone on her board has ever recanted her story or her reason for abandoning the joint negotiation with the union……she is oddly hot to merge with now.

So, if she and her board lied so that they could control the bargaining on the New Media contract, what is she and her board lying about now?

IF you want a fair and comprehensive answer to your question ” Why Merge?” , then I suggest you demand SAG Executive Director David White, President Ken Howard, Vice President Ned Vaughn and Secretary Treasurer Amy Aquino and AFTRA, President Roberta Reardon and Executive Director Kim Roberts Hedgpath arrange for an immediate OPEN FORUM for all members. This forum to be held before the ballots are mailed out at the end of February, would comprise NOT a panel of PRO MERGER staff and executive officers, but 4 panelists.

2 G1 members who voted NO on the merger plan and 2 who voted YES on the plan.

The member audience can then ask their questions and receive a comprehensive answer from both contingents.
A moderator would only be necessary to call on the members at the mic…as I believe that no one would shout out or boo answers they didn’t agree with…not if there was an opposing position. I would recommend that you request Anne Marie Johnson and David Jolliff be the NO merger panalists.

I would also suggest you demand they provide this same form of question and answer meeting with the New York members.

Fax and phone all of them on Monday first thing, and don’t let up until they provide you with a Democratic forum, and not the one sided kangaroo court we faced last Thursday evening.

I have done this kind of gorilla protest….and successfully, with many friends in the human community when either local or state politicians planned legislation that would harm or dismantle bills that protected animals. We have clogged their fax system and clogged their phones until they pleaded with us to stop. We have stopped their business, until our demands were met.

No emails, since they can be deleted with a stroke. FAXES and PHONE CALLS.

This is one fight we must win!

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Thank you Mr. Bell!

The Ol’ Dog

Arl

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Update

SAVE SAG RALLY 2012 (Round 2)

When: Thursday, February 16, @ 1:00 pm

Where: Screen Actors Guild
5757 Wilshire Boulevard
Los Angeles, CA 90036

Free validated parking for SAG & AFTRA members.
Please do not walk through the lobby with picket signs, or gather in the lobby. Once you park, make your way around Marie Calendar’s to Wilshire Boulevard where we will gather in front of SAG.

Come One, Come All!
Bring an Anti-Merger picket sign if have one…

Hope to see you there!

-Scott Pierce

 

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SAG Crossing to Delaware!!!!

February 13, 2012 (09:58) | 2012, Merger Mania, SAG Politics | By: Arlin Miller

Something you might of missed.  Those in power and pushing this merer certainly have not made a priority of passing it along to the membership.  SAG currently a California Corporation will become a Delaware Corporation if this merger passes!!!!
This in merger documents but not mentioned by those pushing merger.

“As of the time of filing of the Certificates of Merger on the Effective Date, the separate legal existences of AFTRA and SAG shall cease and SAG-AFTRA shall continue as the surviving corporation as a national labor organization and Delaware non-stock corporation operating under the federal labor laws and the Del.Gen.Corp.Law.”

Hmmmm.  But why would those leaders behind this  merger do that? Perhaps that can be explained by this statement from noted lawyer Steve Diamond.

Steve Diamond» Sun Feb 05, 2012 4:28 pm

“The single biggest advantage to incorporating in Delaware is the strong support in Delaware law for the protection of the so-called business judgment rule which provides a strong shield against liability for boards of directors who are sued by their shareholders (or members in the case of a non stock corporation.) So such a move is entirely consistent with the bureaucratization of power in the proposed new organization.

Delaware recently amended its law to clarify the relationship between its corporate law with respect to non stock corporations. A thorough discussion can be found here: http://www.rlf.com/files/TBL%2066-2_01Rohrbacher.pdf

Steve Diamond
Steve Diamond

————

Thank you Mr. Diamond.

The Ol’ SAG Watchdog

Arl

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