Dodd-Frank Update: SEC Abandons Proxy Access Rule

The Chair of the Securities and Exchange Commission announced last week that the agency would not seek appeal of the Business Roundtable v SEC ruling vacating the SEC’s proxy access rule. For your reference, here’s what the SEC decision means for public companies, from leading law firms on JD Supra:

SEC Elects Not to Appeal Proxy Access Decision (Wilson Sonsini Goodrich & Rosati):

“Chairman Mary L. Schapiro … signaled that the SEC was unlikely to engage in a rewrite of the proxy access rules in the near future, as she has ‘asked the [SEC’s] staff to continue reviewing the decision as well as the comments that [the SEC] previously received’ so that the SEC may ‘carefully consider and learn from the [decision in order to] determine the best path forward.’” Read more»

The Imminent Resurrection Of Rule 14a-8 And The Renewed Significance Of State Corporate Law (Allen Matkins Leck Gamble Mallory & Natsis LLP):

“Now that the Rule 14a-11 litigation has ended, the amendments to Rule 14a-8 will become effective. … As a result, companies will no longer be able to rely on Rule 14a-8(i)(8) to exclude a proposal seeking to establish a procedure in a company’s governing documents for the inclusion of one or more shareholder nominees for director in the company’s proxy materials.” Read more»

SEC Will Not Appeal Proxy Access Decision; Shareholder Proposal Amendments Will Take Effect (Morrison & Foerster LLP):

“The SEC also codified some of the Staff’s historical interpretations of 14a-8(i)(8)… As a result of the SEC’s amendment of Rule 14a-8(i)(8), shareholders will have the opportunity to establish proxy access standards on an individual company-by-company basis, rather than the ‘universal’ approach that had been contemplated by Rule 14a-11.” Read more»


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