This post is based on a recommendation by the Investor Advisory Committee of the SEC, chaired by Anne Sheehan. John Coates is a Professor at Harvard Law School and a member of the IAC and contributed to the recommendation.
This recommendation addresses recent SEC actions regarding the proxy system, including two guidance documents and two rule proposals (the PA/SP actions). The Investor Advisory Committee (IAC) shares the Commission’s interest in revisiting the voting system as practices and participants have evolved over time. Periodically reviewing whether SEC oversight is aligned with market practices helps assure that investors are well protected. The PA/SP actions, when viewed together, will affect the rights and opportunities of investors to engage effectively in the governance of the companies in which they invest.
The IAC has long urged the Commission to address a variety of problems in the proxy system, and there are valuable elements in the PA/SP actions, such as improved disclosure on proxy advisor conflicts of interest. While we appreciate the Commission’s effort to seek a productive balance in a changing environment for corporate governance and shareholder engagement, we are concerned the PA/SP actions may collectively shift the balance in a manner that does not serve investor interests.