SEC Adopts Final Rules for Shareholder Proxy Access

The U.S. Securities and Exchange Commission ("SEC") has now adopted final rules giving shareholders "proxy access." These rules give shareholders who meet certain conditions the right to include in the issuer's proxy circular their nominees to the board of directors. After many years of controversy, proxy access was adopted on August 25, 2010, by a 3-2 vote.

The new proxy access rules are not applicable to foreign private issuers, which would include most Canadian public companies listed on U.S. exchanges. Canadian corporations are of course subject to the provisions of their own corporate statutes, most of which already have a form of proxy access. The differences between the new U.S. proxy access rules and the existing Canadian rules are set out below.