Placing Election Bylaws on the Corporate Ballot

Abstract:     
This piece provides our amicus curiae brief in the case of American Federation of State, County & Municipal Employees Pension Plan v. American International Group, which is now under consideration by the Second Circuit Court of Appeals. In this case, a shareholder submitted a proposal to amend the company's bylaws to require the company in certain circumstances to place candidates nominated by shareholders on the company's ballot, and the company sought to exclude this proposal from the ballot. We suggest in our amicus curiae brief that companies should not be allowed to exclude form the company ballot bylaw amendments concerning corporate elections. Prohibiting companies from doing so, we argue, is required by a reasonable interpretation of the proxy rules and necessary to advance the policy goals underlying the rules. As an appendix to the brief we attach a letter to the SEC sent by forty-eight law professors including ourselves that expresses a similar position.

Keywords: Corporate elections, shareholder voting, proxy contests, access to the ballot, by-laws, by-law amendments, proxy fights, proxy contests, corporate governance, agency costs

JEL Classifications: D70, G30, G32, G34, G38, K22

Working Paper Series