August 26, 2010
New Proxy Access Rules
Lisa Fairfax has a nice summary here. She highlights what I think has to be one of the money quotes from the release:[C]orporate governance is not merely a matter of private ordering. Rights, including shareholder rights, are artifacts of law, and in the realm of corporate governance some rights cannot be bargained away but rather are imposed by statute. There is nothing novel about mandated limitations on private ordering in corporate governance.
Larry Ribstein shares some of his thoughts on the new rules here. From his perspective, we can "expect months or years of litigation, political wrangling and disruption. Just what corporate America needs in a fragile economy."
Finally, J. Robert Brown notes that the new rules are "in effect a recognition that the use of 'independent' directors nominated by management does not work adequately to protect the interests of shareholders." He also opines that as for the federalization of corporate law, Delaware has no one but itself to blame:
Delaware may have always had a pro-management approach to corporate law, but cases such as Citigroup, Selectica, and Axcelis, suggest that the approach has shifted much further in that direction. The approach is almost singularly responsible for the transfer of governance rights from the states to the federal government.