SEC Adopts Proxy Access Rules


On August 25, 2010, the SEC adopted Exchange Act Rule 14a-11 (“Rule 14a-11”) granting shareholders the right to require, if certain conditions are met, the inclusion of the shareholders’ nominees for director in a company’s proxy materials. Rule 14a-11 will apply to all public companies, including investment companies and controlled companies, but excluding “debt-only” companies. While the new rule will become effective on or around November 1, 2010 (in time for the 2011 proxy season), the rule’s application to “smaller reporting companies,” generally defined as an issuer of securities with a public float of less than $75 million, will be delayed for three years.

The following is a general summary of Rule 14a-11...

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