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Corporate Governance

: The Harvard Law School Corporate Governance Blog

SEC Issues Concept Release on “Proxy Plumbing”

By Harvard Law School Program on Corporate Governance

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Editor?s Note: Edward F. Greene is a partner at Cleary Gottlieb Steen & Hamilton LLP focusing on corporate law matters. This post is based on a Cleary Gottlieb Alert Memo, and relates to the Securities and Exchange Commission's recent concept release seeking public comment on issues relating to the mechanics of communications and voting under the proxy rules; the concept release is available here.

At its open meeting on July 14, 2010, the SEC voted unanimously to publish a concept release seeking public comment on a variety of issues relating to the mechanics of communications and voting under the SEC?s proxy rules (so-called "proxy plumbing"). The release may be found here. Comments must be filed with the SEC on or before 90 days after publication of the release in the Federal Register.

"Proxy plumbing" has attracted significant attention among companies, investors and other market participants in recent years, particularly as contested shareholder votes have grown more common. In her opening remarks, Chairman Schapiro noted that changes in "shareholder demographics, the structure of share holdings, technology, and the potential economic significance of each proxy vote" have driven a need to consider whether changes to the proxy voting system are merited. Reflecting the complexity of the subject, the concept release begins with an extended discussion of the mechanics of share ownership and proxy voting.

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Full post as published by The Harvard Law School Corporate Governance Blog on August 13, 2010 (boomark / email).