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SEC Adopts Long-Awaited Proxy Access Rules

By Robert S. Reder and George A. Esposito Jr.
October 27, 2010

Much has been written, and there will be much more to follow, about this past summer's enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Wall Street Reform Act”). By its terms, the Wall Street Reform Act is intended “[t]o promote the financial stability of the United States by improving accountability and transparency in the financial system, to end 'too big to fail,' to protect the American taxpayer by ending bailouts, to protect consumers from abusive financial services practices, and for other purposes.” The Wall Street Reform Act is incredibly broad in scope and dwarfs the Sarbanes-Oxley legislation that followed the accounting scandals of the previous decade.

Perhaps to the surprise of some who did not closely follow the debate, included among the provisions of this massive legislative effort are several that will impact the corporate governance and securities law disclosure requirements of U.S. public companies generally, regardless of whether they are engaged in the financial services or related industries. The full impact of these provisions will not be determinable until the Securities and Exchange Commission (“SEC”) issues enabling rules. Recently, as discussed below, the SEC fulfilled one of its obligations under the Wall Street Reform Act by adopting long-awaited and much debated proxy access rules.

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