A Comment on the SEC Shareholder Access Proposal
Stephen M. Bainbridge
University of California, Los Angeles (UCLA) - School of Law
November 14, 2003
UCLA School of Law, Law & Econ. Research Paper No. 03-22
The Securities and Exchange Commission (SEC) recently proposed a set of amendments to its proxy rules intended to provide shareholders of public corporations with a limited ability to nominate candidates for a corporation's board of directors and to have their nominee placed on the corporation's own proxy statement and card. This essay reviews the principal features of the proposal and identifies several issues remaining for resolution. The essay concludes that the SEC likely has authority to adopt the proposal, but argues that the costs the rule will impose on corporations outweigh any likely benefits from greater shareholder democracy.
Number of Pages in PDF File: 19
Keywords: SEC, proxies, boards of directors, shareholders
JEL Classification: K22
Date posted: December 18, 2003
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