Thursday, July 28, 2011

DC Court Opinion on SEC Proxy Rules

As we approach the 40th anniversary of the Powell Memo, Justice Powell would undoubtedly be very pleased with the recent DC Circuit Court decision on SEC proxy rules. It represents a very – generous-- view of Court’s authority in order to inhibit business regulation. Because when Powell spoke in his memo of the potential power of the judiciary this is exactly what he had in mind. Everyone has weighed in on the issue this week and I’ve been mulling it all over. What I keep coming back to is why is this such a controversial issue? What happens in board meetings that couldn’t happen if an outside director were there—what work would be impeded? It can only be issues of compensation. If an outsider were on the board, how the CEO gets paid and how the board pays itself could be opened up to greater scrutiny. We discussed this during our video session this week. Give it a look and let me know what you think.
July 28, 2011  |  0 comments  | 

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