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