Jackson Walker Corporate & Securities e-Alert: The SEC Delays Application of the New Proxy Access Rules

In a prior e-Alert, we discussed the SEC's adoption of "proxy access" rules in August 2010 requiring certain public companies to include in their proxy materials (1) a shareholder's director nominees and (2) shareholder proposals to amend the company's governing documents to establish different criteria for proxy access nominations. These new proxy access rules were to be in effect for the 2011 proxy season.

In a dramatic - yet not entirely unpredictable - turn of events on September 29, 2010, the Business Roundtable and the Chamber of Commerce of the United States of America filed a petition with the United States Court of Appeals for the District of Columbia Circuit seeking review of these new proxy access rules and filed a motion with the SEC to stay the effectiveness of the proxy access rules pending this review.¹ On October 4, 2010, the SEC granted the stay without addressing the merits of the petition.²

Because it is not clear when this matter will be resolved, we recommend that companies refrain from taking any further action to amend their bylaws, modify their proxy calendars or make other changes in response to the new proxy access rules until this matter is resolved.

For more information regarding the proxy access rules and how these recent developments impact you, please contact your Jackson Walker attorney or any one of the following Jackson Walker attorneys:

Stephanie Chandler - 210.978.7704 - schandler@jw.com

Rick Dahlson - 214.953.5896 - rdahlson@jw.com

Byron Egan - 214.953.5727 - began@jw.com

Alex Frutos - 214.953.6012 - afrutos@jw.com

Elise Green - 512.236.2028 - egreen@jw.com

Steve Jacobs - 210.978.7727 - sjacobs@jw.com

Mark L. Jones - 713.752.4224 - mljones@jw.com

Mike Meskill - 512.236.2253 - mmeskill@jw.com

Richard Roth - 713.752.4209 - rroth@jw.com

Jeff Sone - 214.953.6107 - jsone@jw.com

¹Business Roundtable, et al. v. SEC, No. 10-1305 (D.C. Cir, filed Sept. 29, 2010) available here.
²Order Granting Stay, SEC Release No. 33-9149 (Oct. 4, 2010) available here.

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Corporate & Securities e-Alert is published by the law firm of Jackson Walker L.L.P. to inform readers of relevant information in corporate and securities law and related areas. It is not intended nor should it be used as a substitute for legal advice or opinion which can be rendered only when related to specific fact situations. For more information, please call 1.866.922.5559 or visit us at www.jw.com.