Press, Posturing, and Proxy Access

This post is from John F. Olson of Gibson, Dunn & Crutcher LLP.

Unfortunately, my friend Lynn Turner prefers invective to analysis. From his comments, I see no evidence that he has in fact read the Second Circuit’s AFSCME v. AIG decision, Chairman Cox‘s statement, or the interpretive rule actually adopted by the Commission on November 28.

Lynn states that Chairman Cox should have “voted with” departing Commissioner Nazareth on November 28. That would have produced a deadlock and resulted in no Commission position at all in response to the Second Circuit panel opinion. While those who love the playground of press releases and posturing, and have no current responsibility to administer the laws, might think such an abdication was just the right thing, Chairman Cox and the Commission majority chose to take their responsibilities seriously.

Lynn and the other constantly carping critics will be eating crow next Spring when Cox, with two new Democratic Commissioners in place, puts proxy access back on the agenda and again seeks consensus. If Lynn and other vocal activists really wanted proxy access, they would begin working with Chairman Cox and Corporation Finance Director White now to develop a proposal that could garner majority Commission support.

It appears that instead the critics and their academic enablers prefer to glorify those who have left the field and aim demagogic attacks at the Chairman. Great press . . . but no proxy access for another two proxy seasons. That’s nothing to brag about.

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