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Although corporations are creatures of state law and corporate elections are governed by state law, statements soliciting proxies for publicly traded securities are governed as to form and content by the federal securities laws, most importantly by various rules promulgated by the Securities and Exchange Commission. Last year, the SEC used its authority under Dodd-Frank to promulgate Rule 14a-11 requiring public companies to include in their proxy statements director nominations proposed by certain shareholders. Soon thereafter, the Business Roundtable and the U.S. Chamber of Commerce sued the SEC, alleging that the Commission's adoption of Rule 14a-11 violated various provisions of federal law. The SEC voluntarily stayed the rule pending the outcome of the litigation. On July 20, 2011, the U.S. Court of Appeals for the D.C. Circuit held for the plaintiffs and vacated Rule 14a-11. On this previously recorded conference call, the speakers provided their analysis of the case, the impact of the decision on the SEC's rulemaking authority and the prospects for shareholder access and took questions from callers.


  • Mr. Ted Allen, Governance Counsel, Institutional Shareholders Services, Inc.
  • Prof. Stephen Bainbridge, UCLA School of Law
  • Prof. J. Robert Brown, Jr., University of Denver Sturm College of Law
  • Hon. Eugene Scalia, Partner, Gibson, Dunn & Crutcher
  • Moderator: Prof. Robert T. Miller, Villanova University School of Law
  • Introduction: Mr. Dean A. Reuter, Vice President & Director of Practice Groups, The Federalist Society