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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

Abstract:
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.

Keywords: SEC, proxies, boards of directors, shareholders

JEL Classifications: K22

Working Paper Series

Date posted: December 18, 2003 ; Last revised: December 19, 2003

Suggested Citation

Bainbridge, Stephen M., A Comment on the SEC Shareholder Access Proposal (November 14, 2003). UCLA School of Law, Law & Econ. Research Paper No. 03-22. Available at SSRN: http://ssrn.com/abstract=470121 or doi:10.2139/ssrn.470121

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Stephen Mark Bainbridge (Contact Author)

University of California, Los Angeles (UCLA) - School of Law ( email )

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