SEC Chair's Proxy Agenda Draws Debate - 11/15/2007 , Class Action News, Class Action, Securities News, shareholder class action, claim, litigation, securities action, common stock'>

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Stanford Law School


2007 News and Press Releases

News News 2007


HEADLINE NEWS:

SEC Chair's Proxy Agenda Draws Debate
Carrie Johnson

The Washington Post. November 15, 2007

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EXCERPT; The leader of the Securities and Exchange Commission told lawmakers yesterday that he is poised to move ahead with a controversial shareholders rights proposal, drawing sharp criticism from Democratic lawmakers and officials from unions and pension funds. Christopher Cox testified at a contentious Senate Banking committee hearing that the SEC needs to vote soon to clear up confusion over proxy rules -- even though one of the two Democrats on the five-member commission has resigned and the other is on her way out the door. Cox, whose tenure has been marked until now by an insistent desire to seek consensus, drew harsh words from critics who want him to slow down and reconsider. At issue is how much power large investors should have in nominating candidates for corporate boards -- a decades-long debate that Cox said has vexed 22 former agency chairmen since World War II. In July, Cox voted to seek comment on two conflicting proposals. One would codify the way the SEC has typically done business in a manner that allows companies to exclude investor proposals from proxies sent to a company's shareholders. The second, broader plan would have allowed investors that hold at least 5 percent of a company's stock greater leeway in proposing board candidates in exchange for more disclosure about their operations. Cox has signaled that he would like to hold a vote as early as this month on the first proposal, saying it would make the current rules clearer in time for the next proxy season. He has said he intends to revisit the issue more broadly in 2008, by which time two Democratic SEC nominees may have won confirmation and would be eligible to participate in a decision. "I cannot predict exactly what the commission will do on this subject this year," Cox said. "At a minimum, I think we will establish clarity" for companies seeking advice about how to proceed in the near term. But the two-step scenario enraged critics such as Richard Ferlauto, who bashed Cox for sending mixed messages and for allegedly forsaking investor interests.

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