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SEC Likely to Revamp Corporate Penalty Policy


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									                                By Stephen Barlas, Shepherd G. Pryor IV, Kathy Williams

                                                              the SEC has no legal grounds for much of its proposed
                                                              rule. If that argument gains sway, two Democratic sena-
                                                              tors are waiting in the wings with legislation that would
                                                              give the SEC the authority it needs. Sens. Chuck
Shareholder Access                                            Schumer (D.-N.Y.) and Maria Cantwell (D.-Wash.) have
Takes Center Stage                                            introduced the “Shareholder Bill of Rights,” which
                                                              would allow shareholders who have held 1% of a com-
By Stephen Barlas, Editor                                     pany’s stock for at least two years to nominate directors.
Leading business groups argue that the Securities &           The Schumer/Cantwell bill goes beyond the SEC pro-
Exchange Commission’s (SEC) new proposal regarding            posal in a number of other ways, including requiring
shareholder access to corporate voting proxies violates       public companies to create a board risk committee and
the long-standing legal precedent, confirmed by the           prohibiting golden parachutes. The bill would have to
Supreme Court, that the manner in which companies             be approved by the Senate Banking Committee, chaired
select directors and arrange voting is a matter for state     by Sen. Chris Dodd (D.-Conn.). In the last session of
law, not federal law. Section 14(a) of the Securities         Congress, Dodd ignored a voluntary “say on pay” bill
Exchange Act of 1934 doesn’t confer any federal authori-      that landed in his Committee after it was passed by the
ty to regulate corporate governance, though it does open      House. A spokeswoman for Dodd was unable to say
the door to SEC regulation of the way companies com-          whether the senator was “for” or “against” the
municate to shareholders about the proxy solicitation         Schumer/Cantwell bill.
process, argues Richard Murray, chairman of the Center
for Capital Markets Competitiveness at the U.S. Cham-          GOVERNMENT
ber of Commerce. Murray says the Chamber would sup-
port regulatory reform to the Notice and Access
framework to increase retail investor participation and
the appropriate disclosure of ownership interests and
alternative voting processes to better balance the diverse
                                                              SEC Likely to Revamp
voices of the investing community.                            Corporate Penalty Policy
   Under the SEC proposal issued on May 14, sharehold-        Of late, the SEC has trained its enforcement guns on
ers owning 1%, 3%, or 5% of the stock of a company,           Ponzi schemes of the Madoff variety, but it wo
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