In the wake of the continuing economic crisis, growing discontent among shareholders has resulted in increased political momentum toward providing public company shareholders with a greater voice in corporate governance matters. In response, on May 19, 2009, Sen. Charles Schumer (D-N.Y.) introduced a bill, cosponsored by Sen. Maria Cantwell (D-Wash.), to Congress known as the Shareholder Bill of Rights Act of 2009 (the "Shareholder Bill"). Among other things, the Shareholder Bill would grant shareholders of public companies a "say on pay" in the form of advisory votes on executive compensation and would require the U.S. Securities and Exchange Commission (the "SEC") to adopt rules to make it easier for public company shareholders to include their own director nominees in the proxy solicitation materials of companies subject to the SEC's proxy rules. On May 20, 2009, in a 3–2 vote, the SEC voted to propose new proxy rules that, although somewhat different from the provisions of the Shareholder Bill, would grant certain public company shareholders that ability (the "Proposed SEC Rules"). The Shareholder Bill and Proposed SEC Rules each represent a significant expansion of shareholder power in regard to corporate governance matters and may pose a challenge to state law. These proposals, if adopted, may have a profound impact on U.S. public companies.
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