Proxy Access & Other Governance Reform

Shareholder proxy access is a proposed regime that would allow shareholders of a public company to include in a company's proxy materials (proxy statement and proxy card), shareholder nominees for election to the Board of Directors, in opposition to the company's candidates for election. Latham & Watkins has been involved in the debate regarding the shareholder proxy access since the regime was first proposed in 2003. When it became apparent that shareholder proxy access was going to become a critical corporate governance issue in 2009 with significant implications for the 2010 proxy season, Latham & Watkins formed its "Proxy Access Task Force" to help clients understand and follow the proxy access debate, and if, as appears likely, a proxy access regime is adopted to assist our clients in their preparation for and implementation of the new regime. Our attorneys advise public companies and their boards with respect to federal securities law matters, state corporate law matters, corporate governance matters and shareholder disputes related to shareholder proxy access.

Webcasts

Proxy Access: What Boards, Senior Management and Their Corporate Governance Advisors Need to Know and Do Now

Other Resources

SEC's Proxy Access Proposal

• SEC Proposed Rule: Facilitating Shareholder Director Nominations
• Business Roundtable: Proxy Access
• Commissioner Paredes' Remarks on Shareholder Rights, the 2009 Proxy Season, and the Impact of Shareholder Activism

Adopted and Pending Legislation

• Amendments to Delaware General Corporation Law - Text of Legislation
• Congressman Peters' Proposed Bill: Shareholder Empowerment Act of 2009 (H.R. 2861) 
• Senator Schumer's Proposed Bill: Shareholder Bill of Rights Act of 2009 (S. 1074) 

Say on Pay

• ARRA Executive Compensation Provisions 
• Chairman Mary Schapiro's Testimony Before the Subcommittee on Financial Services and General Government 
• Treasury Statement on the Obama Administration's Support for Say on Pay   
  

Other

• ABA Committee Task Force on Shareholder Proposals
• Council of Institutional Investors: Proxy Access 
• Risk Metrics Group: Corporate Governance and Proxy Voting