Last month, after years of controversy, the SEC adopted new rules making it easier for shareholders to nominate directors to public company boards. Under the new rules, in certain circumstances, shareholders will be able to have their nominees included in the company proxy materials that are sent to all voters and to use the shareholder proposal process to establish procedures to include shareholder director nominations in company proxy materials. These new proxy access rules will be effective for next year’s proxy statements for many larger filers, although smaller reporting companies will not be subject to the new rules for three years.

Companies should review their bylaws and other governing documents -- and consider an increased focus on investor relations, including assessment of their shareholder base -- in order to determine the possible impact of the new rules.