On August 25, the SEC adopted final “proxy access” rules by a 3-2 vote. The new rules provide sizeable, long-term and non-control shareholders with the right under certain conditions to have director nominees included in company proxy statements. The rules will be effective 60 days after publication in the Federal Register and will thus apply for much of the 2011 proxy season.
The memorandum summarizes the main points of the new regime. The firm expects to publish in the near future a more detailed analysis of their operation and the practical implementation issues they will raise. In addition, the firm has scheduled a webinar for September 13 from 4 to 5:30 pm at which a team of Cleary Gottlieb lawyers will discuss the implications of the new proxy access rules.
