Client Alert

| August 27, 2010

SEC Adopts Proxy Access Rules

On August 25, 2010, the Securities and Exchange Commission voted 3-to-2 to adopt changes to the federal proxy rules establishing procedures for shareholders to have their director nominees included in company proxy materials. The final rules will become effective 60 days after publication in the Federal Register and will affect many companies in the 2011 proxy season.

For more information, please contact your Dewey & LeBoeuf relationship partner, or one of the following:

Michael F. Fitzpatrick

+1 212 259 6670

Steven P. Lund

+1 212 259 6630

Elizabeth W. Powers

+1 212 259 8662

Linda E. Ransom

+1 212 259 6570

K. Oliver Rust

+1 212 259 8571

J. Anthony Terrell

+1 212 259 7070

This memorandum is intended only as a general discussion of these issues. It is not considered to be legal advice. We would be pleased to provide additional details or advice about specific situations. For additional information on this important topic, please feel free to call upon your Dewey & LeBoeuf relationship partner. No part of this publication may be reproduced, in whole or in part, in any form, without our prior written consent. For further information on Dewey & LeBoeuf, please visit www.dl.com. +1 888 532 6383