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.

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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.

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