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A Comment on the SEC Shareholder Access Proposal

19 Pages Posted: 18 Dec 2003  

Stephen M. Bainbridge

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

Date Written: November 14, 2003

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 Classification: K22

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: https://ssrn.com/abstract=470121 or http://dx.doi.org/10.2139/ssrn.470121

Stephen Mark Bainbridge (Contact Author)

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

385 Charles E. Young Dr. East
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HOME PAGE: http://www.professorbainbridge.com

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