Tuesday, 5 October 2010

USA: SEC stays new proxy access rules

As already noted, the U.S. Chamber of Commerce and the Business Roundtable are challenging the Securities and Exchange Commission's proxy access rules, which were adopted earlier this year: see the petition for review, available here (pdf). The SEC announced yesterday - see here (pdf) - that it would stay the relevant rules but did not comment on the merits of the petitioners' claims. The SEC noted:

The Commission has discretion to grant a stay of its rules pending judicial review if it finds that 'justice so requires.' Without addressing the merits of petitioners’ challenge to the rules, the Commission has determined to exercise its discretion to stay Rule 14a-11 and related amendments to the Commission’s rules, including the amendment to Rule 14a-8, pending resolution of petitioners’ petition for review by the Court of Appeals.

The Commission finds that, under all of the circumstances of this matter, a stay of Rule 14a-11 and related rule amendments is consistent with what justice requires. Among other things, a stay avoids potentially unnecessary costs, regulatory uncertainty, and disruption that could occur if the rules were to become effective during the pendency of a challenge to their validity. Because the Commission and petitioners will seek expedited review of petitioners’ challenge, questions about the rules’ validity will be resolved as quickly as possible".

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