SEC Certification to the Delaware Supreme Court

Abstract:     
This essay, recently featured in the Corporate Governance Advisor, describes a recent development in the Delaware Constitution that permits the Securities and Exchange Commission to certify questions of law directly to the Delaware Supreme Court. This essay analyses the effect of this new capability and predicts its importance to proxy fights. This issue has recently come alive, with the SEC's certification of a bylaw proposal by AFSCME to the Delaware Supreme Court to determine its legality for the purposes of the SEC's consideration of a no-action request.

Keywords: corporate law, proxy access, bylaw, bylaws, Delaware, SEC, certification, certify

JEL Classifications: K22

Working Paper Series