SEC Chair Mary Shapiro recently announced that the Commission will defer action on its pending shareholder proxy access proposal until early in 2010.
An excellent post by a bunch of Davis Polk & Wardwell lawyers at Havard's corporate governance blog observes that many commentators on the proposed rule had expressed serious concerns, including some in the institutional investor community, with many arguing for a delay in adopting the rule to provide more time for the issues to be better fleshed out.
The post goes on to provide a nice summary of the key issues.
Delaware has recently amended its corporation statute to authorize proxy access bylaws. The drafters of the Model Business Corporation Act recently published their proposal to do the same. Perhaps the best thing would be for the SEC to change its position on Rule 14a8-i(8) and allow shareholders to make proposals pursuant to state law.
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