Implementation of U.S. SEC's Proxy Access Rules Stayed Pending Resolution of Court Challenge

On September 29, 2010, the U.S. Chamber of Commerce and the Business Roundtable, as widely expected, filed a petition in the U.S. Court of Appeals for the District of Columbia Circuit seeking review of the U.S. SEC's adoption on August 25, 2010 of new Rule 14a-11 and amendments to certain of its other proxy rules that collectively would have required most publicly traded companies, commencing in early 2011, to include in their proxy materials director nominees put forward by a shareholder or a group of shareholders who have owned 3% or more of a company's stock for at least three years.

The plaintiffs' petition alleges, among other matters, that in adopting proxy access rules, the SEC acted arbitrarily and capriciously by