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E-MailThirty-nine law professors, including myself, have filed a comment letter in favor of placing shareholder-proposed bylaw amendments on the corporate ballot.
The SEC has been seeking comments on two proposals that would allow companies to exclude all or some shareholder-proposed bylaw amendments concerning shareholder nomination of directors. The comment letter opposes both proposals. It urges the SEC to avoid producing impediments to shareholders’ exercise of their right under state law to initiate bylaw amendments concerning shareholder nomination of directors.
There is substantial disagreement among the law professors submitting the comment letter regarding the substantive merits of proxy access bylaws, and thus as to whether shareholders would benefit from adopting such bylaws. We are unanimous, however, in our belief that shareholders should be allowed to make the decision on this subject for themselves, and that companies should not be allowed to make the decision for them by excluding proposed bylaw amendments from the corporate ballot.
The law professors submitting the comment letter are affiliated with twenty-four universities around the country. The full list of the professors and their affiliations is as follows:
Ian Ayres (Yale Law School);
Michal Barzuza (University of Virginia School of Law);
Lucian A. Bebchuk (Harvard Law School);
Laura N. Beny (University of Michigan Law School);
Lisa E. Bernstein (University of Chicago Law School);
Bernard S. Black (University of Texas Law School);
William W. Bratton (Georgetown University Law Center);
Richard Buxbaum (University of California at Berkeley);
William J. Carney (Emory Law School);
Stephen Choi (New York University School of Law);
John C. Coffee, Jr. (Columbia Law School);
James D. Cox (Duke Law School);
Lawrence A. Cunningham (George Washington University Law School);
George W. Dent, Jr. (Case Western Reserve University School of Law);
Einer R. Elhauge (Harvard Law School);
James A. Fanto (Brooklyn Law School);
Allen Ferrell (Harvard Law School);
Jill E. Fisch (Fordham University Law School);
Merritt B. Fox (Columbia Law School);
Tamar Frankel (Boston University School of Law);
Jesse M. Fried (University of California at Berkeley);
Jeffrey N. Gordon (Columbia Law School);
Henry Hansmann (Yale Law School);
Jon D. Hanson (Harvard Law School);
Peter H. Huang (Temple University James Beasley School of Law);
Marcel Kahan (New York University School of Law);
Vikramaditya S. Khanna (University of Michigan Law School);
Reinier H. Kraakman (Harvard Law School);
Donald C. Langevoort (Georgetown University Law Center);
Louis Lowenstein (Columbia Law School);
Steven G. Marks (Boston University School of Law);
Dale Arthur Oesterle (Moritz College of Law, Ohio State University);
Richard W. Painter (University of Minnesota Law School);
Frank Partnoy (University of San Diego School of Law);
Katharina Pistor (Columbia Law School);
Robert A. Ragazzo (University of Houston Law Center);
Kenneth E. Scott (Stanford Law School);
D. Gordon Smith (Brigham Young University); and
Guhan Subramanian (Harvard Law School).
The full text of the comment letter is available here.
