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Another View: Recent SEC Proposals on Proxy Access

By Colin J. Diamond

The ongoing recession has led lawmakers and the SEC alike to focus on limiting perceived excessive risk-taking and improving the accountability of boards of directors to shareholders. Many believe these issues have contributed to the huge declines in shareholder value experienced during the downturn. This focus has yielded a range of ideas, although none more controversial than the SEC's recently proposed rules to permit shareholders to include their director nominees in a company's proxy statement.

The SEC's proxy rules ' Rule 14a-8 specifically ' currently permit shareholders to propose only a limited number of items for inclusion in a company's proxy statement. These do not include proposing nominees for the company's board of directors. As a result, in order to propose a director nominee, shareholders are forced to print and distribute their own proxy statement, and to solicit proxies in opposition to management. The cost of this exercise is often high ' far higher than it would be if a shareholder could include its nominees in the company's proxy statement.

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