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, 16 Aug 2026 11:30:33 +0000 en-US hourly 1 https://wordpress.org/?v=6.5.10 https://corpgov.law.harvard.edu/wp-content/uploads/2024/02/cropped-photography-4-e1706898544564-1-32x32.png SEC to Allow Shareholders to Submit Proxy Access Proposals for 2012 Season – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 SEC to Allow Shareholders to Submit Proxy Access Proposals for 2012 Season https://corpgov.law.harvard.edu/2011/09/08/sec-to-allow-shareholders-to-submit-proxy-access-proposals-for-2012-season/?utm_source=rss&utm_medium=rss&utm_campaign=sec-to-allow-shareholders-to-submit-proxy-access-proposals-for-2012-season https://corpgov.law.harvard.edu/2011/09/08/sec-to-allow-shareholders-to-submit-proxy-access-proposals-for-2012-season/#comments Thu, 08 Sep 2011 16:19:15 +0000 http://blogs.law.harvard.edu/corpgov/?p=21560?d=20150113160830EST Posted by James Morphy, Sullivan & Cromwell LLP, on Thursday, September 8, 2011
Editor's Note:

James Morphy is a partner at Sullivan & Cromwell LLP specializing in mergers & acquisitions and corporate governance. This post is based on a Sullivan & Cromwell client memorandum. More posts about proxy access, including several from the Program on Corporate Governance, are available here.

The Securities and Exchange Commission has announced that its revisions to the proxy rules to allow shareholders to propose proxy access bylaws and other election or nomination procedures will become effective shortly. The SEC had stayed the effectiveness of these changes to Rule 14a-8 pending the outcome of a judicial review of its mandatory proxy access rule, Rule 14a-11. On July 22, 2011, the U.S. Court of Appeals for the D.C. Circuit vacated Rule 14a-11, but the Rule 14a-8 changes were not litigated. The SEC’s stay order will automatically expire when the court decision is finalized, which is expected to occur on September 13, and the Rule 14a-8 changes will therefore become effective at that time absent further SEC action. The SEC stated that a notice of effective date will be published.

The SEC also confirmed that it will not seek a rehearing of or appeal the decision vacating Rule 14a-11. A statement by the SEC Chairman indicated that she remains committed to facilitating shareholder nominations of directors and that the SEC will continue to review the court decision and the comments received on their proposed rules in order to “determine the best path forward” on mandatory proxy access.

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