Corporate Governance

Defending Against Shareholder Proxy Access

By Harvard Law School Program on Corporate Governance

In my paper Defending Against Shareholder Proxy Access: Delaware?s Future Reviewing Company Defenses in the Era of Dodd-Frank, I propose a variety of new defenses boards can implement to subvert and limit the reach of proxy access under the new federal proxy access regime to be implemented under Dodd-Frank. I also consider the legality of those defenses under Delaware law and the prospect of federal pre-emption.

The debate over shareholder access to the corporate proxy has been a vibrant one, culminating recently in a provision in the Dodd-Frank Wall Street Reform Act authorizing the SEC to adopt a proxy access rule. Recent reports indicate that the SEC is scheduled to adopt a final rule August 25. This blog has featured commentary almost since its inception on the issue, particularly Professor Bebchuk's work advocating for shareholder empowerment.

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Full post as published by The Harvard Law School Corporate Governance Blog on September 11, 2010 (boomark / email).