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Administrative Law Keyed to Schwartz
Business Roundtable v. Securities and Exchange Commission
Citation:
647 F.3d 1144 (2011)Facts
The SEC adopted Rule 14a-11, which required public companies to include in their proxy materials information about, and the ability to vote for, director candidates nominated by shareholders who had continuously held at least 3% of the company’s voting securities for at least three years. The rule aimed to facilitate shareholders’ state law rights to nominate and elect directors. The SEC concluded the rule would improve board performance and shareholder value, justifying its costs. Two commissioners dissented, criticizing the rule’s empirical and theoretical foundations. The Business Roundtable and Chamber of Commerce challenged the rule, arguing the SEC failed to adequately consider the rule’s economic consequences, particularly costs companies would incur opposing shareholder nominees, the potential use of the rule by special interest shareholders, and the rule’s application to investment companies.
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