Weil, Gotshal & Manges LLP

SEC Proposes New Rule Mandating Proxy Access

(May 21, 2009, Weil Briefing)

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Yesterday, the U.S. Securities and Exchange Commission proposed a new proxy rule -- Rule 14a-11 -- that would provide shareholders meeting certain eligibility standards with access to corporate proxy materials for their nominees for election as directors. Other proposed changes to the proxy rules would allow shareholders to include in company proxy materials proposals to amend the company's governing documents concerning director nomination procedures or to impose specific disclosure requirements relating to shareholder nominations. The attached Weil Briefing summarizes the proposed rules in the context of recent legislative developments and the ongoing debate with respect to proxy access.

Please follow this link to access the Briefing.
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