May 21, 2009
SEC Proposal on Board Nominations
The SEC is proposing a new rule on board nominations for large publicly-traded companies. Shareholders, or groups of shareholders that control over 1% (3% for mid-sized companies and 5% for small) of the company's voting shares can nominate directors to corporate boards in the company's proxy materials. The proposal, similar to the Schumer bill, was the inevitable result of a confluence of three events: a rescission, Democratic control of Congress and the Presidency, and the failure of Delaware courts to set up to the plate in Disney and other cases of fidiciary abuse. The feds are going to reshape corporate governance in the United States.
May 21, 2009 | Permalink
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The actions and In=actions of the DE Federal/State Courts' has been daring Congress -for quite some time - to step up and battle upon Corporate Dominance issues.
It is most certainly an UN-level playing field and the fact that Mr. Biden is now VP has launched the platform for the worthiness of good solid debate upon the issue.
Kosher is as kosher does - as the recent WSJ Law Blog on Federal BK courts routinely making illegal decisions points out - times are a changin!
Posted by: Laser Haas | May 22, 2009 8:15:59 AM
The changes made by Delaware and other states allowing companies and their shareholders to agree on proxy access approaches make sense, a one-size-fits-all mandatory federal rule does not. These rationale modifications are being swept away by the SEC. The commission’s 3-2 decision amounts to nothing more than a further expansion of the federal government. States are losing the ability to govern at an alarming rate...doesn't the Constitution leave all powers not specifically given to the federal government with the states? I guess I'm being short-sighted, this probably can be squeezed under the purview of "interstate commerce," that backwards opinion given ages ago...here's to the further eroding of the Constitution, the alleged "supreme law of the land." The states are beginning to take notice; the rash of legislatures passing sovereign state legislation demonstrates the growing contempt for the federal government.
Posted by: K | May 28, 2009 8:50:02 AM