The SECs Proposed Proxy Access Rules, Related Delaware Law Changes, and Proposed Federal Corporate Governance Legislation
By Keith D. Pisani and Jared M. Brandman
On June 10, 2009, the SEC published a comprehensive series of proposed rule amendments that would provide shareholders with access to the proxy statements of most public companies for the purpose of electing directors, otherwise known as proxy access. Currently, shareholders must file and distribute their own proxy materials and engage in an expensive proxy fight if they want to seek to elect their own director candidates. The SEC has also proposed to amend its shareholder proposal rules to allow shareholder proposals that, if approved by stockholders, would facilitate alternative proxy access regimes that would substitute for the SECs baseline regime. Proxy access has been a highly controversial topic that has been the subject of two prior SEC proposals as well as significant litigation.