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Corporations Keyed to O’Kelley
Business Roundtable v. SEC
Citation:
647 F.3d 1144 (2011)Facts
The Securities and Exchange Commission adopted Rule 14a-11, which requires a company subject to the Exchange Act proxy rules, including an investment company registered, to include in its proxy materials the name of a person nominated by a qualifying shareholder for election to the board of directors. The Commission did place certain limitations upon the application of Rule 14a-11. The rule does not apply if applicable state law or a company’s governing documents prohibit shareholders from nominating a candidate for election as a director. The Commission concluded that Rule 14a-11 could create potential benefits of improved board and company performance and shareholder value sufficient to justify its potential costs. The agency rejected proposals to let each company’s board or a majority of its shareholders decide whether to incorporate Rule 14a-11 in its bylaws. Petitioners sought review in this court.
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