Columbia Law School's Center on Corporate Governance hosted a one-day
"Roundtable on Access to the Proxy Statement" on June 17, 2003. This
conference brought together leading institutional investors and academics
to discuss the prospects for direct shareholder nomination through the
corporation's own proxy statement of a limited number of "watchdog"
directors. The SEC is currently considering a variety of proposals to
authorize some percentage of the shareholders (with proposals ranging as low
as 3%) to nominate one or more directors (but not a majority) by means of
the corporation's own proxy statement. A rule-making petition was filed in
May, 2003 by the AFL-CIO requesting the SEC to amend its rules to authorize
such shareholder nominations.
Against this backdrop, the Columbia Center on Corporate Conference
focused leading institutional investors on the following questions:
(1)
Build It and They Will Come (first part),
(second part) Will
institutions use such a power to nominate directors? How strong is the
demand? How feasible are alternative techniques?
(2)
What Do Institutions Want?
How should
the mechanics work? What should be the triggering threshold to gain access
to this new procedure? What exemptions from other SEC rules are needed?
(3) What Will Be the Impact on Corporate Governance?
Does such a proposal federalize corporate governance? Or is it consistent
with existing state law? What other reforms are needed to activate
institutional investor participation: reimbursement of proxy expenses?
Williams Act deregulation? etc.
The term "roundtable" is deliberately used because the session is
intended to foster dialogue and discussion principally among institutional
investors and other interested parties.
For further information, email Professor John C. Coffee, Jr., Director of
the Center on Corporate Governance, at jcoffee@law.columbia.edu or call Ms.
Mirna Fermin at (212) 854-2194.
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