USA: a greater voice for shareholders - SEC proposals and a couple of bills

Yesterday the Securities and Exchange Commission announced significant proposals that will make it easier for (large) shareholders to nominate directors. The SEC chairman, Mary L. Schapiro, delivered a statement explaining the proposed changes (see text | video). Further information is available in this press release. For comment and discussion see here (Financial Times) and here (New York Times). 

A couple of corporate governance related bills have been introduced in the Senate. The likelihood of these becoming law is uncertain. The first, number S.1074, has the official title "A bill to provide shareholders with enhanced authority over the nomination, election, and compensation of public company executives". It was introduced on May 19 by Senator Charles Schumer and has already attracted a great deal of comment: see, e.g., here (Professor Bainbridge) and here (Wall Street Journal). The bill's provisions, which include providing shareholders with a 'say on pay', are more extensive than the SEC's proposals although there is an overlap with regard to director nomination. 

The second bill, number S.1006, has received much less attention. It was introduced on May 7 by Senator Richard Durbin and has the official title "A bill to require a supermajority shareholder vote to approve excessive compensation of any employee of a publicly-traded company".