Center on Corporate Governance

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Hayley Miller
News Officer
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Columbia Law School's Center on Corporate Governance to Host Roundtable on Shareholder Nominations and Proxy Reform

Columbia Law School's Center on Corporate Governance will host a one-day "Roundtable on Access to the Proxy Statement" on June 17, 2003. This conference will bring 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 intends to focus leading institutional investors on the following questions:

(1) Build It and They Will Come? 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. Panels will begin at 10:00 a.m. on June 17th and continue until 4:30 p.m.

For further information, email Professor John C. Coffee, Jr., Director of the Center on Corporate Governance, at jcof[email protected] or call Ms. Mirna Fermin at (212) 854-2194.