Proxy Access Rule Vacated by D.C. Circuit
On July 22, 2011, the U.S. Court of Appeals for the D.C. Circuit vacated Rule 14a-11, the proxy access rule adopted by the SEC last summer to grant shareholders the right to include director nominees in company proxy materials. The D.C. Circuit held that the SEC, in adopting Rule 14a-11, exercised its statutory authority in an “arbitrary and capricious” manner by failing adequately to evaluate the economic effects of the new rule, as required under the Administrative Procedure Act.