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Client Alerts
Sept. 12, 2011

Corporate Alert: SEC Will Not Seek Rehearing of Court Decision Striking Down Mandatory Proxy Access; Amendments to Promote Shareholder Proposals for Proxy Access to be in Effect for the Upcoming Proxy Season

On September 6, 2011, the Securities and Exchange Commission announced, in a statement by Chairman Mary L. Schapiro, that the SEC will not seek a rehearing of the decision by the U.S. Court of Appeals for the District of Columbia vacating SEC Rule 14a-11 under the Securities Exchange Act of 1934, as amended, and will not seek Supreme Court review. However, the SEC will implement amendments to Rule 14a-8(i)(8) under the Exchange Act, which will permit eligible shareholders to require companies to include shareholder proposals regarding proxy access procedures in company proxy materials. These rules had been voluntarily stayed by the SEC pending the outcome of the court’s ruling, and will now take effect once the court’s decision is finalized (which is expected to be on September 13).

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