The SEC, Corporate Governance and Shareholder Access to the Board Room

In supporting nonaccess, the Commission turned the clock backward, ignoring the substantial changes that have occurted in the markets since the first efforts in 1942. The adopting release was devoid of policy grounds for nonaccess and left in place serious structural problems with the proxy rules. The amendment was poorly drafted, containing vague and ambiguous language that could be used to exclude an even broader array of shareholder proposals than what was at issue in AFSCME and would likely create bureaucratic headaches and tax staff resources.