25 February 2008

DU Prof Chimes In On SEC Proxy Access Rules

J. Robert Brown Jr. of D.U. Law recently posted for comment an article about the SEC role in trying to force publicly held corporations to depart from a Soviet style elections for corporate directors. He concludes that:

[I]n an era of activist shareholders, pressure on the SEC to reform its rules will continue to grow. Moreover, continued denial of access will make things worse, leading to efforts by activist shareholders that are more intrusive and more likely to result in contests for the board of directors. The denial of access also leaves in place a serious gap in the disclosure regime for proxy contests. Finally, as the SEC becomes increasingly involved in the corporate governance process, a role it has not historically had to consider, the denial of access raises questions about the agency's willingness to protect the interests of shareholders.

In other words, the SEC should seriously consider giving in to the inevitable.

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