Client Alert
| June 23, 2009
SEC Proposes Rules Facilitating Shareholder Director Nominations
On June 10, 2009, the Securities and Exchange Commission (the "SEC") published proposed amendments to the federal proxy rules that would require companies, under certain circumstances, to include in their proxy materials:
- A shareholder's or group of shareholders' nominees for director, so long as the shareholder or group is not seeking a change of control of the company and the nomination is not prohibited under state law or the company's governing documents; and
- Shareholder proposals that would amend, or that request an amendment to, a company's governing documents regarding nomination procedures or disclosures related to shareholder nominations, provided the proposal does not conflict with the new rules.
For more information, please contact your Dewey & LeBoeuf relationship partner, or one of the following:
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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