SEC Maintains Status Quo In Shareholder Access

On November 28, 2007, the Securities andCommission (the "SEC") approved, in a split vote, an amendment to Rule 14a-8(i)(8) of the proxy rules to codify the Staff's interpretation of the rule and maintain the status quo with regard to shareholder access to a company's proxy statement with respect to director elections and nominations. The adoption of the proposal was made prior to the 2008 proxy season, according to Chairman Christopher Cox, in order to avoid a potential end run around the proxy disclosure and antifraud rules.

On July 25, 2007, the SEC issued two proposals, which were discussed in an August 2007 Jones Day Commentary,¹ regarding shareholder access to a company's proxy statement with respect to director elections and nominations. The proposals were in direct response to the decision of the United States Court of Appeals for the Second Circuit in American Fed'n of State, County & Mun. Employees v. American Intern. Group, Inc,