The Business Roundtable's Untenable Case Against Shareholder Access

Shareholder Access to the Corporate Ballot, 2009

13 Pages Posted: 16 Mar 2005 Last revised: 24 May 2009

See all articles by Lucian A. Bebchuk

Lucian A. Bebchuk

Harvard Law School; European Corporate Governance Institute (ECGI); National Bureau of Economic Research (NBER)

Abstract

The Business Roundtable has played a key role in the opposition to the SEC shareholder access proposal. While the strong resistance to the proposal has been thus far successful in discouraging the SEC from adopting it, this paper considers the merits of the Business Roundtable's substantive arguments in opposition to the proposal. The paper provides a detailed examination of the wide range of objections to shareholder access that the Business Roundtable put forward in its submissions to the SEC. I conclude that none of these objections provides a good basis for opposing shareholder access.

Keywords: corporate governance, directors, shareholders, shareholder voting, corporate ballot, corporate elections, proxy fights, proxy contests, proxy rules, SEC, Business Roundtable

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

Suggested Citation

Bebchuk, Lucian A., The Business Roundtable's Untenable Case Against Shareholder Access. Shareholder Access to the Corporate Ballot, 2009, Available at SSRN: https://ssrn.com/abstract=686184 or http://dx.doi.org/10.2139/ssrn.686184

Lucian A. Bebchuk (Contact Author)

Harvard Law School ( email )

Cambridge, MA 02138
United States
617-495-3138 (Phone)
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HOME PAGE: http://www.law.harvard.edu/faculty/bebchuk/

European Corporate Governance Institute (ECGI) ( email )

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National Bureau of Economic Research (NBER) ( email )

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