Up To Date: Current Developments In Securities Law – September 2011

SEC NEWS

The Status of Proxy Access

Background

On August 25, 2010, the SEC adopted final rules (i) requiring a company to include director nominees of eligible shareholders in company proxy materials pursuant to a new Rule 14a-11 (proxy access rule) and (ii) enabling shareholders to submit proposals for inclusion in a company's proxy statement pursuant to Rule 14a-8(i)(8) seeking to amend provisions in the company's organizational documents relating to proxy access (private ordering rule).

On October 4, 2010, the Business Roundtable and Chamber of Commerce of the United States of America filed a lawsuit challenging the proxy access rule. As a result of the lawsuit, on October 4, 2010, the SEC voluntarily stayed its effective date of the proxy access rule and the private ordering rule. On July 22, 2011, the United States Court of Appeals for the District of Columbia Circuit issued a ruling which struck down the proxy access rule. The Court did not address the