Title

Corporate Regulatory Report
A Summary of Current Regulatory Developments Affecting Publicly Listed Companies

Created date

12/11/2007

On November 28, a sharply divided SEC voted (3-1) to adopt amendments clarifying that shareholder proposals to nominate or elect a director that could result in an election contest (whether immediately or in subsequent years) may be excluded from the company's proxy statement under Rule 14a-8(i)(8). Specifically, the amendments make clear that the election exclusion is available not only to proposals that relate to a nomination or election of directors, but also to proposals that relate to "a procedure for such nomination or election of directors." In adopting the new rule, the SEC intends to provide some immediate guidance for shareholders and companies for the 2008 proxy season in an area left ambiguous after a Second Circuit decision last year conflicted with the SEC's longstanding interpretation of the rule.