Client Alert
| June 17, 2009
The Shareholder Bill of Rights Act of 2009
On May 19, 2009, Senators Charles Schumer (D-N.Y.) and Maria Cantwell (D-Wash.) introduced The Shareholder Bill of Rights Act of 2009. Although it is too soon to predict whether the bill has any realistic chance of passage, it is an important development in the current debate about whether additional regulation of corporate governance matters is warranted. If adopted, the bill would result in the most significant changes to the corporate governance requirements applicable to US public companies since the Sarbanes-Oxley Act of 2002. According to Senators Schumer and Cantwell, the bill is intended to "increase accountability and oversight at publicly traded corporations." The bill is supported by major pension funds, labor unions and consumer groups. Opponents of the bill include, among many others, the Business Roundtable, an association of chief executive officers of leading US companies. The Business Roundtable summed up the view of many opponents, stating that the bill "is an unnecessary intrusion into matters governed by state corporation law, as well as matters currently being addressed by the Securities and Exchange Commission, stock exchanges and public company boards" and that "the one-size-fits-all nature of this bill and the uncertainty it will generate will distract company management and boards from the essential tasks of weathering the economic downturn and restoring shareholder value."
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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.
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