The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu The leading online blog in the fields of corporate governance and financial regulation. Fri, 31 Jul 2026 11:32:18 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.8 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png Shareholder Proxy Access: Time To Get Ready – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 Shareholder Proxy Access: Time To Get Ready https://corpgov.law.harvard.edu/2010/09/16/shareholder-proxy-access-time-to-get-ready/?utm_source=rss&utm_medium=rss&utm_campaign=shareholder-proxy-access-time-to-get-ready https://corpgov.law.harvard.edu/2010/09/16/shareholder-proxy-access-time-to-get-ready/#comments Thu, 16 Sep 2010 13:21:10 +0000 http://blogs.law.harvard.edu/corpgov/?p=12823?d=20150120100526EST Posted by Adam O. Emmerich, Wachtell Lipton Rosen & Katz, on Thursday, September 16, 2010
Editor's Note:

Adam Emmerich is a partner in the corporate department at Wachtell, Lipton, Rosen & Katz focusing primarily on mergers and acquisitions and securities law matters. This post is based on a Wachtell Lipton firm memorandum by Mr. Emmerich, Andrew R. Brownstein, Steven A. Rosenblum, Eric S. Robinson and Trevor S. Norwitz.

As we described in our recent memo, the SEC has adopted rules affording shareholders access to company proxy statements for the nomination of director candidates. The new regime, which includes new access Rule 14a-11 and amendments to Rule 14a-8, is expected to become effective in early November and will be applicable for the 2011 proxy season for most companies. It is now time for companies to take action to prepare for these sweeping changes. We opposed proxy access as an unnecessary and imprudent step. However it is now law and companies need to implement structures and procedures designed to make the proxy access regime work with minimum damage to the ability of boards to build long-term value for all shareholders. This memo highlights some of the major actions companies should consider:

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