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. Sun, 09 Aug 2026 11:30:21 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.9 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png Challenge to SEC Proxy Access Rules – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 Challenge to SEC Proxy Access Rules https://corpgov.law.harvard.edu/2010/12/14/challenge-to-sec-proxy-access-rules/?utm_source=rss&utm_medium=rss&utm_campaign=challenge-to-sec-proxy-access-rules https://corpgov.law.harvard.edu/2010/12/14/challenge-to-sec-proxy-access-rules/#comments Tue, 14 Dec 2010 16:08:14 +0000 http://blogs.law.harvard.edu/corpgov/?p=14412?d=20150120095610EST Posted by John F. Olson, Gibson, Dunn & Crutcher LLP and Georgetown Law Center, on Tuesday, December 14, 2010
Editor's Note:

John Olson is a founding partner of Gibson, Dunn & Crutcher’s Washington, D.C. office and a visiting professor at the Georgetown Law Center. This post is based on an Opening Brief that was prepared by a Gibson Dunn team representing the Chamber of Commerce and the Business Roundtable. The team is led by Amy Goodman, Eugene Scalia and Daniel Davis. The complete brief is available here. More details about the case can be found here.

Business Roundtable and the Chamber of Commerce have challenged SEC rules requiring public companies in certain circumstances to include shareholder nominees for director in the company’s proxy materials.  The final rules comprise two main rules: (1) Rule 14a-11, which would require a publicly-traded company to include in its proxy materials a candidate nominated by shareholders that have held shares representing at least 3 percent of the voting power of the company’s stock for the past 3 years; and (2) amendments to Rule 14a-8(i)(8), which would require companies in certain circumstances to include in their proxy materials shareholder proposals regarding director nomination procedures.  The Business Roundtable and Chamber of Commerce have challenged Rule 14a-11 and its related amendments, but not amended Rule 14a-8(i)(8).  The Summary of Argument from the Business Roundtable and Chamber of Commerce Opening Brief appears below.

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