Chairman Cox’s Statement on Proxy Access

While I have a lot of admiration for SEC Commissioner Annette Nazareth, and certainly respect her views on proxy access, I thought it rather unfair of other Harvard Law blogsters to give so much attention to her statement about the SEC’s supposed “no access” decision at its November 28 meeting–while paying little or no attention to the thoughtful statement of SEC Chairman Christopher Cox on the subject.

It’s a bit sad when we academics surrender to the sloppy sloganeering of interest groups and the press on an issue such as this, and don’t look at what action was actually taken and the reasons behind it. While Cox might have done nothing on November 28, as some advocates strongly urged, the principled position he did take–and the lawyerly analysis he presented–was no surprise. Cox had said numerous times that the course the SEC took was what he thought was the best thing to do in the circumstances, and his reasoning deserves consideration.

Importantly, Cox made clear that he personally supports proxy access, and plans to try again to come up with an approach that will garner majority Commission support next Spring, when presumably two new Democratic Commissioners will be in place. If one supports meaningful proxy access as a matter of policy, then the villain in this little drama is not Chris Cox but former Commissioner Roel Campos who, although supporting proxy access verbally, left the stage hastily before the crucial vote, thus leaving Chairman Cox unable to muster a Commission majority for any action other than the one taken on November 28.