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. Mon, 18 May 2026 11:32:52 +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 Reacting to Shareholder Proxy Access Proposals – The Harvard Law School Forum on Corporate Governance https://corpgov.law.harvard.edu 32 32 Reacting to Shareholder Proxy Access Proposals https://corpgov.law.harvard.edu/2011/11/05/reacting-to-shareholder-proxy-access-proposals/?utm_source=rss&utm_medium=rss&utm_campaign=reacting-to-shareholder-proxy-access-proposals https://corpgov.law.harvard.edu/2011/11/05/reacting-to-shareholder-proxy-access-proposals/#comments Sat, 05 Nov 2011 13:08:31 +0000 http://blogs.law.harvard.edu/corpgov/?p=22638?d=20150113154225EST Posted by Noam Noked, co-editor, HLS Forum on Corporate Governance and Financial Regulation, on Saturday, November 5, 2011
Editor's Note:

The following post comes to us from Robert K. Morris, partner at Reed Smith LLP, and is based on a Reed Smith White Paper by Mr. Morris. Related work on proxy access by the Program on Corporate Governance includes Private Ordering and the Proxy Access Debate by Bebchuk and Hirst, and the proceedings of The Harvard Law School Proxy Access Roundtable.

This year, as a result of recent amendments to SEC rules, shareholder proponents can require companies for the first time to allow shareholders to vote on the company’s proxy card for proposals to amend the bylaws to facilitate contested elections for directors. If approved, these proposals (“proxy access” proposals) would require a company in the future to permit voting on the company’s proxy card for persons that shareholders nominate for election as directors, thus enabling shareholders to mount contested elections at minimal cost.

The deadline for requesting inclusion of proposals in company proxy materials for the spring meeting season is in November. To assist companies in considering possible responses to these proposals, this paper will discuss:

  • the historically varying and current terms of the “election exclusion” in Rule 14a-8(i)(8);
  • the likelihood of receiving a proxy access proposal;
  • possible procedural grounds for excluding a proxy access proposal from the company’s proxy statement; and
  • a possible state corporation law basis for excluding a proxy access proposal.

(more…)

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