The Delaware and SEC Proxy Access Regimes
October 7, 2009
Stockholder activists have long pushed for access to the corporation’s proxy materials to propose board nominees. After several false starts at the federal level, the issue has reemerged, with states like Delaware adopting optional proxy access regimes and the SEC considering a mandatory regime. This article reviews some of the many factors that a corporation may consider when adopting a proxy access bylaw under Delaware law and compares the flexible bylaw provisions to the fixed analogues of the proposed mandatory federal regime.