M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

Friday, May 25, 2007

SEC Proxy Roundtable Series Continues (Rule 452 Highlighted Yesterday)

At yesterday's SEC roundtable on proxy voting mechanics, Catherine R. Kinney, president and chief executive officer of Euronext NYSE, announced that the New York Stock Exchange filed a proposal with the SEC the previous day to amend Rule 452 to eliminate broker discretionary voting for the election of directors.  Kinney stated "the election of directors is not routine" and therefore should be left to individual shareholders.  More controversialy, though, Kinney also announced that the rule would not apply to the election of mutual fund directors but would apply to the election of small company directors.  The NYSE said that its decision was made even though its advisory group had "considerable concern and discussion about the potential problems facing smaller issuers as a result of the potential rule change, as well as discussion about the similarities and differences between smaller operating companies and investment companies."  The newly proposed rule will now be reviewed by the SEC for publication. 

The SEC's roundtable discussions regarding the proxy process concludes today with a panel on proposals of shareholders starting at 9:00 a.m. and ending at noon. I'll update this post with a link to the webcasts for this and yesterday's events once it is posted. 


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