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- Title
THE SEC, CORPORATE GOVERNANCE AND SHAREHOLDER ACCESS TO THE BOARD ROOM.
- Authors
Brown, Jr, J. Robert
- Abstract
The article provides a historical background of the shareholder access to corporate governance and the proxy rules as first mandated by the U.S. Securities and Exchange Commission (SEC) in 1942. The SEC proposed the proxy rules in order to allow shareholders some opportunity to include their nominees in the company's proxy statement. It also offers explanation as to why such authority given to shareholders was denied and the sources of pressure that overtime challenged the position. It likewise examines the decision made by the U.S. Court of Appeals, Second Circuit in the case involving AFSCME and the SEC's response with an analysis of the implications of the nonaccess approach.
- Subjects
UNITED States; LEGAL status of stockholders; CORPORATE governance laws; PROXY statements; UNITED States. Securities &; Exchange Commission; STOCKHOLDERS' voting; INVESTOR relations (Corporations); UNITED States. Court of Appeals (2nd Circuit); AFSCME; STOCKHOLDERS' derivative actions
- Publication
Utah Law Review, 2008, Vol 2008, Issue 4, p1339
- ISSN
0042-1448
- Publication type
Article