The overturning of the Securities and Exchange Commission’s Rule 14a-11 by the Court of Appeals in Washington, D.C., doesn’t just mean public companies won’t be required to include shareholders’ board nominees on proxy materials. It means a gauntlet has been thrown down by corporate managements and boards on a whole raft of rules being written as a result of the Dodd-Frank Financial Reform Act. In announcing that the SEC wouldn’t appeal the decision in a case brought by the U.S. Chamber of Commerce and the Business Roundtable, SEC Chairman Mary Schapiro said the commission would “learn from the court’s objections” to its rule-making. She said she remains “committed to finding a way to make it easier for shareholders to nominate candidates.”
Without the proxy access rule, shareholders must pursue a much more cumbersome process of establishing proxy access on a company-by-company basis under a second rule, 14a-8.