Securities Law Prof Blog

Editor: Eric C. Chaffee
Univ. of Toledo College of Law

Sunday, June 24, 2007

Brown on Shareholder Communications

The Shareholder Communication Rules and the Securities and Exchange Commission: An Exercise in Regulatory Utility or Futility?, by J. ROBERT BROWN Jr., University of Denver Sturm College of Law, was recently posted on SSRN.  Here is the abstract:

One of the most difficult problems in the corporate governance area concerns communications with beneficial owners. The Securities and Exchange Commission has a set of complex rules that interact with requirements of the stock exchanges that govern the process of distributing proxy and other materials to beneficial owners. In addition, the Commission permits, by rule, some direct contact between the company and its beneficial owners, at least where the beneficial owners do not object. The rule, however, is lengthy, complex and does not work effectively. This article, although written back in the late 1980s, discusses the system of communicating with beneficial owners and the problems with the existing system.

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