Comments on: The SEC’s Proxy Access Proposal http://blogs.law.harvard.edu/corpgov/2009/05/27/the-secs-proxy-access-proposal/ Sponsored by the HLS Corporate Governance Program Mon, 23 Nov 2009 18:31:21 -0500 http://wordpress.org/?v=2.8.4 hourly 1 By: Marek http://blogs.law.harvard.edu/corpgov/2009/05/27/the-secs-proxy-access-proposal/comment-page-1/#comment-301004 Marek Mon, 06 Jul 2009 12:37:57 +0000 http://blogs.law.harvard.edu/corpgov/?p=1625#comment-301004 When the Board acts as a rubber-stamp for management, it does not necessarily act in the best interest of shareholders. When the Board acts as a rubber-stamp for management, it does not necessarily act in the best interest of shareholders.

]]> By: Herongh http://blogs.law.harvard.edu/corpgov/2009/05/27/the-secs-proxy-access-proposal/comment-page-1/#comment-263834 Herongh Thu, 28 May 2009 23:30:37 +0000 http://blogs.law.harvard.edu/corpgov/?p=1625#comment-263834 The severe lack of investor control, eg. "The Battle for the Soul of Capitalism" by Bogle has been well documented for some time, yet is mirrored by the lack of investor interest and activism. The primary risk is a counter productive frenzy of investor special interests similar to the California voter initiative system. The severe lack of investor control, eg. “The Battle for the Soul of Capitalism” by Bogle has been well documented for some time, yet is mirrored by the lack of investor interest and activism. The primary risk is a counter productive frenzy of investor special interests similar to the California voter initiative system.

]]> By: Doug Park http://blogs.law.harvard.edu/corpgov/2009/05/27/the-secs-proxy-access-proposal/comment-page-1/#comment-263688 Doug Park Thu, 28 May 2009 17:29:43 +0000 http://blogs.law.harvard.edu/corpgov/?p=1625#comment-263688 I agree with Professor Bebchuk that governance reforms beyond those outlined in the SEC proposal are needed. Among other things, improving proxy access makes it more difficult for CEOs and managers to control the nomination process. The problem is that shareholders face high hurdles to replace incumbent directors. The SEC proposal is a modest step in lowering some of those hurdles. In my view, eliminating staggered boards is the reform that most concerns opponents. Opponents might draw a parallel between staggered boards and the staggered election of US Senators. The framers of the Constitution included this provision to provide some stability in the body of elected federal officials and to protect against the whims of the masses. Opponents will argue that eliminating staggered boards would expose corporations to too much uncertainty and instability, making it more difficult to recruit top candidates. I agree with Professor Bebchuk that governance reforms beyond those outlined in the SEC proposal are needed. Among other things, improving proxy access makes it more difficult for CEOs and managers to control the nomination process. The problem is that shareholders face high hurdles to replace incumbent directors. The SEC proposal is a modest step in lowering some of those hurdles.

In my view, eliminating staggered boards is the reform that most concerns opponents. Opponents might draw a parallel between staggered boards and the staggered election of US Senators. The framers of the Constitution included this provision to provide some stability in the body of elected federal officials and to protect against the whims of the masses. Opponents will argue that eliminating staggered boards would expose corporations to too much uncertainty and instability, making it more difficult to recruit top candidates.

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