January 2020

Shifting Leverage in Shareholder Votes

Directors & Boards

Philadelphia partner Doug Raymond revisited the subject of proxy access as part of a Directors & Boards column titled “Shifting Leverage in Shareholder Votes.” In the piece, Doug examines how the proxy access movement has worked to address the power imbalance between incumbent directors and challengers and allow shareholders a more proportionate share of voice, even outside of the context of election campaigns. Amid the clamor for companies to adopt proxy access, the Securities and Exchange Commission (SEC) recently proposed amendments to Rule 14a-8, which would hike the minimum amount of stock required for a shareholder to submit a 14a-8 proposal and potentially “impede smaller shareholders from being able to effectively raise important or innovative issues.” These shareholders are often the first to sound the alarm about challenges on the horizon, from burgeoning environmental concerns to social issues, making their perspective crucial.

Eric Marr assisted in the preparation of this column.

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