Lawsuit Challenges SEC's Restrictive Shareholder Proposal Rules

In September 2020, the SEC under Chairman Jay Clayton issued amendments to Rule 14a-8 that substantially restrict shareholders’ access to the corporate proxy statement. The Clayton SEC’s actions came in the context of years of lobbying by major trade associations like the Business Roundtable, the U.S. Chamber of Commerce, and the National Association of Manufacturers to limit shareholders’ ability to effectively engage with the companies they own on critical environmental, social, and governance issues.

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New Universal Proxy Rule Will Democratize Director Elections

In November 2021, the SEC adopted final rules that will require parties in a contested corporate director election to use universal proxy cards for shareholder meetings held after August 31, 2022. Under the new rules, both the company and any shareholder seeking to elect a slate of director candidates at a shareholder meeting will be required to use proxy cards that include the names of all director nominees presented for election at the meeting.

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