SEC Adopts Final Rules to Enhance Shareholder Access to Companies’ Proxy Materials


On August 25, the Securities and Exchange Commission adopted final rules, effective 60 days following publication of the rules in the Federal Register (expected shortly), which facilitate the ability of shareholders of a public company to nominate candidates for election as directors in opposition to the board’s recommended nominees. New Rule 14a-11 requires that public companies include in their proxy materials director nominees proposed by shareholders who meet the criteria described below. In addition, the SEC amended Rule 14a-8(i)(8) to permit shareholders to include in the company’s proxy materials proposals to amend, or request the amendment of, the company’s governing documents with respect to procedures for nominating directors. By eliminating the cost to nominating shareholders of soliciting proxies for a partial opposition slate, these rules will effectively remove significant cost barriers to proxy contests.

Please see full advisory below for more information.

LOADING PDF: If there are any problems, click here to download the file.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© Katten Muchin Rosenman LLP | Attorney Advertising

Written by:


Katten Muchin Rosenman LLP on:

JD Supra Readers' Choice 2016 Awards
Reporters on Deadline

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:

Sign up to create your digest using LinkedIn*

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.

Already signed up? Log in here

*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.