Monday, June 15, 2009
While I was out on the road last week, the SEC posted its proposed shareholder access rules for comment. The 250 page proposed amendments to the proxy rules are here and the form for submitting comments (due by Aug 17, 2009) is here.
In its overview of the rules, the SEC makes it clear that's its purpose is to help shareholders generate board accountability and responsiveness to shareholders and its recognized that the rules as they currently stand may unintentionally frustrate shareholder voting rights rights by preventing shareholders from getting access to the corporate proxy.
proposed amendments to the proxy rules to require companies to include
disclosures about shareholder nominees for director in the companies’ proxy
materials, under certain circumstances, so long as the shareholders are not
seeking a change in control require companies to include shareholder nominees for director in the companies’ proxy materials. This requirement would apply unless state law or a company’s governing documents prohibits shareholders from nominating directors.
The proposed amendments also precludes companies from relying on Rule 14a-8(i)(8) to exclude from their proxy materials shareholder proposals by qualifying shareholders that would amend a company’s governing documents regarding nomination procedures or disclosures related to shareholder nominations.
Federalist Society Panel from April 2008 discussing shareholder access proposals (includes presentations by Norm Veasey and Stephen Bainbridge among others).