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May 24, 2013

SEC Not to Seek Rehearing of Proxy Access Decision

Michael Best & Friedrich LLP
Kate L. Bechen
Michael H. Altman
Geoffrey R. Morgan
Michael Best & Friedrich LLP
Saturday, September 10, 2011
Administrative & Regulatory / Labor & Employment / Litigation / Trial Practice / Securities & SEC
All Federal / D.C. Circuit (incl. bankruptcy)
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Earlier this week the U.S. Securities and Exchange Commission (“SEC”) announced that it will not seek a rehearing or appeal of the decision by the D.C. Circuit Court, which vacated Rule 14a-11, which would have required companies to include shareholders' director nominees in company proxy materials. The decision by the court was based on the rule-making process, rather than the substance of the rule, which means the SEC could re-propose the rule and address the concerns of the court through a new rule-making process.

The SEC stated that it continues to believe that providing shareholders easier access to the director nominee process is in the best interests of investors and the markets. That said, with a full plate of Dodd-Frank rule-making obligations, it is unclear whether the SEC will re-propose Rule 14a-11.

For a summary of the D.C. Circuit decision and further discussion of Rule 14a-11 please see our priorSecurities Update.  

© MICHAEL BEST & FRIEDRICH LLP

About the Author

Kate L. Bechen
Member

Kate Bechen is a member of the firm’s Transactional Practice Group where she focuses on corporate finance, health law and general business matters. She regularly assists clients with mergers and acquisitions, venture capital financing, public and private placement of securities, ongoing reporting requirements under the Securities Exchange Act of 1934 and general corporate law matters. Her health law practice includes transactional work, regulatory compliance, medical staff issues and patient confidentiality. She is also an active member of the firm’s Energy & Sustainability Industry...

klbechen@michaelbest.com
414-225-4956
www.michaelbest.com

About the Author

Michael H. Altman
Partner

Michael Altman is a partner in the Transactional Group. Mr. Altman’s practice focuses on all aspects of corporate law, with an emphasis on corporate and buyout transactions, securities regulation and venture capital investment transactions.

mhaltman@michaelbest.com
414-225-4932
www.michaelbest.com

Contributors

Geoffrey R. Morgan Partner Michael Best Friedrich LLP
Geoffrey R. Morgan
Partner

Geoff Morgan is a partner and Chair of the firm’s Business Practice Group. His practice is concentrated in the finance and general corporate areas and includes general corporate and securities representation for a number of publicly held and private clients. He represents issuers and underwriters in underwritten public offerings of securities; companies in coordinating a wide array of legal services; and lenders, management groups, companies and sellers in acquisitions, management and leveraged buyouts. Mr. Morgan is active in structuring and negotiating domestic and foreign joint...

grmorgan@michaelbest.com
414.225.2752
michaelbest.com

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