ON Securities

I just went through some of the hundreds of comment letters on the SEC’s controversial proposal to adopt Rule 14a-11 on proxy access. . . . Several comment letters, including the letter from the U.S. Chamber of Commerce, describe explicit theories about why the proposed rule should be struck down by the courts if adopted. .. .It seems apparent that, if the SEC adopts Rule 14a-11, the enforcement of the rule will be tied up in court, and the rule could eventually be struck down. . . . Either way, the amendment to 14a-8 is likely to be effective long before Rule 14a-11. . . . [To read more, click on the title above]

TheCorporateCounsel.net Blog reports that the ABA’s Task Force on Shareholder Proposals has released an exposure draft of a model bylaw for Delaware corporations to grant shareholder access – giving significant shareholders the ability to nominate one or more director candidates and have the candidates included in management’s proxy statement. . . . The SEC’s proposed rules on shareholder access, if adopted, will make shareholder access mandatory and will eliminate much of the flexibility incorporated into the model bylaw. . . . Assuming the SEC’s rules become effective, public companies will move to adopt bylaws to clarify the procedures and standards for shareholder access, and the Task Force’s draft will be a useful starting point.

. . . Until I read his Wikipedia profile, I didn’t realize that Michael Jackson was the named inventor on an issued patent. . . .

(read more) – Marty Rosenbaum