Client Alert - SEC Stays Proxy Access Rules - R. Bivans, co-author


In a surprise development, on October 4, 2010, the Securities and Exchange Commission granted an order staying the effectiveness of the recently adopted proxy access rules: Rule 14a-11 and related amendments, which would have permitted certain shareholders to include nominees for director in a company’s proxy materials, and Rule 14a-8, which would have permitted shareholder proposals to broaden shareholder access to a company’s proxy materials. Attached our North America Corporate & Securities Client Alert titled “SEC Stays Proxy Access Rules.”

The purpose of the stay is to avoid unnecessary costs, regulatory uncertainty and a disruption that could occur if the recently adopted rules were to become effective during the pendency of a challenge to their validity.

Based on the announced briefing schedule by the Court of Appeals, it does not appear that a definitive ruling will be made until the late Spring of 2011. Therefore, it appears that the SEC proxy access rules will not be imposed for the 2010-2011 proxy season.

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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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