On July 22, 2011, the United States Court of Appeals for the District of Columbia Circuit handed down a decision in the case captioned Business Roundtable and U.S. Chamber of Commerce vs. Securities and Exchange Commission, which vacates new proxy access Rule 14a-11, and related amendments to Rule 14a-8 on shareholder proposals. The implementation of new Rule 14a-11 and the related Rule 14a-8 amendments had been stayed pending the decision. In reaching its decision, the D.C. Circuit held that the SEC's promulgation of Rule 14a-11 was arbitrary and capricious because the SEC failed to adequately assess the economic effects of the new rule by, among other things, inconsistently and opportunistically framing the costs and benefits of the rule, contradicting itself and failing to respond to substantial problems raised by commenters. This decision effectively sends the SEC back to square one in its rulemaking process with respect to proxy access and it remains to be seen when, or if, the SEC will begin crafting a new proxy access rule that remedies the deficiencies cited by the D.C. Circuit.
- Partner
Mark Reuter advocates for business clients in transactions, proceedings and conflicts regulated by federal and state securities laws and stock exchange rules. A partner in the firm’s Business Representation & Transactions ...
Topics/Tags
Select- SEC
- Securities Regulation
- Securities Law
- Corporate Transparency Act
- Cybersecurity and Privacy Law
- Clawback Rules
- Nasdaq
- House Settlement
- NCAA
- NIL
- Sports
- Corporate Law
- IRS
- Coronavirus
- Tax Planning
- Cybersecurity Regulation
- EDGAR
- EDGAR Next
- SEC Enforcement
- Taxation
- Dodd-Frank
- Mergers & Acquisitions
- Paycheck Protection Program
- JOBS Act
- Corporate Tax
- Corporate Governance
- FAST Act
- Consumer Protection Act
- Economic Sanctions
- Ohio LLC Act
- Proxy Access Rules
- Securities Litigation
- Crowdfunding
- Conflict Minerals
- Cryptocurrency
- Hedging
- Real Estate Law
- Emerging Growth Companies
- Investors
- Pay Ratio Disclosure
- Whistleblower
- Private Offerings
- Intellectual Property
- Technology
- LIBOR
- Opportunity Zone
- Executive Compensation
- Health Care Act
- Accredited Investors
- Sales Tax
- United States Supreme Court
- Online Trading Platforms
- Wall Street Reform
- IPO
- Registration Statement
- Annual Reports
- Family-Controlled Entities
- Gift and Estate Transfers
- Ohio Foreclosure Reform
- Director Compensation
- Board of Directors
- Director Independence
- Cyber Insurance
- Data Breach
- Regulation A
- Regulation D
- Total Shareholder Return
- Lenders
- Receivership Statute
- Compensation Committee Certification
- CDEs
- CDFI Fund
- Community Development Entities
- Community Development Financial Institutions Fund
- Government Shutdown
- New Markets Tax Credit
- NMTC
- NMTC Financing
- Regulation Fair Disclosure
- Social Media
- Benefits
- Healthcare Reform
- Litigation
- Marketing
- Public Company Transition Rules
- Employment Incentives
- HIRE Act
- Social Security Tax
- Tax Credit
Recent Posts
- Ninth Circuit Warning: Silence in the Face of SEC Comment Letters May Bolster Section 12(a)(2) Claims
- House Settlement Approved: College Sports Transition into a New but Familiar Legal Era
- Checking the Box(es): SEC Issues New Guidance Clarifying Clawback Expectations
- Pay vs. Performance and Cybersecurity Disclosure Rules: Will the SEC Retract Rulemaking?
- Corporate Transparency Act Update: FinCEN Eliminates Reporting Obligations for U.S. Companies and U.S. Persons
- Corporate Transparency Act Update: FinCEN Will Not Enforce the CTA Until Interim Rule is Effective
- Corporate Transparency Act Update: Injunction Lifted - Corporate Transparency Act Back in Effect
- Corporate Transparency Act Update: FinCEN Says Reporting Obligations Remain On Hold
- Next Up in 2025: EDGAR Next
- Corporate Transparency Act Update: Supreme Court Stays Nationwide Injunction – CTA Reporting Obligations Back in Effect