Limited use of proxy access rule?

Email LinkedIn
Tools

The new SEC rule on proxy access received a lot of media coverage, as it should have. The rule can be made to seem revolutionary until you start thinking about the actual impact. The fact is that the new proxy access rule will have very little effect on corporate governance in the United States, suggests Reuters. A conclusion many agree with.

Recall the SEC stayed implementation of the rule in October, pending the outcome of a lawsuit filed by lobbyists led by the U.S. Chamber of Commerce. The rule would have gone into effect on Nov. 15.

Still, even if the new rule is implemented, the pool of qualifying shareholders is small to begin with. A shareholder has to have owned a 3 percent stake of a company's voting stock for at least three years to take advantage of it. If they qualify, the can nominate one candidate or 25 percent of the board, whichever number is greater.

What's more, small companies have been given an exemption for three years. It might be made permanent as the 404(b) exemption for smaller companies was made permanent.

All in all, this does not appear to be a watershed moment for the better corporate governance movement. Last year, only 72 out of 12,000 directors failed to get reelected. That is not likely to change.

For more:
- here's a Reuters article

Related Articles:
SEC delays nomination rules; companies win one-year reprieve

Proxy rules take effect Nov. 15
New proxy access rule: Large companies relatively safe
Dodd-Frank spares small companies, but risks loom