Federal Court of Appeals Overturns SEC’s Proxy Access Rule

On July 22, 2011, a three-judge panel of the United States Court of Appeals for the District of Columbia Circuit overturned Exchange Act Rule 14a-11. The rule, adopted by the Securities and Exchange Commission (the “Commission”) in August 2010, required public companies to allow, in certain circumstances, eligible shareholders or shareholder groups to nominate candidates for the company’s board of directors and to provide shareholders the right to vote for such candidates directly in the company’s proxy statement. The case, Business Roundtable and Chamber of Commerce of the United States of America v. Securities and Exchange Commission, continues the long saga of proposed and final SEC rules and court proceedings regarding the issue of proxy access...