On October 4, 2010, the SEC granted a stay of its proxy access rules pending resolution of the Business Roundtable and Chamber of Commerce petition for review of such rules with the DC Circuit Court of Appeals. The Business Roundtable and Chamber of Commerce had filed the petition for review on September 29, 2010.
In its order, the SEC also delayed the amendment to Rule 14a-8, which would have allowed shareholders to file bylaw proposals that seek more permissive access procedures. That rule change was not challenged by the petitioners, but the SEC delayed the effectiveness of the amendment to Rule 14a-8 because the amendment “was designed to complement Rule 14a-ll and is intertwined, and there is a potential for confusion if the amendment to Rule 14a-8 were to become effective while Rule 14a-ll is stayed.” The SEC did not address the merits of the challenge to the proxy access rules.
Prior to the stay, the proxy access rules were scheduled to become effective November 15, 2010. Now, it is unclear whether the rules will become effective during the 2011 proxy season at all.