Business Roundtable and Chamber of Commerce v. SEC

CASES RELATED BY THIS ISSUE

NCLC filed a challenge to the Securities and Exchange Commission's (SEC) final rules requiring a corporation to include in its proxy materials director nominees put forward by a shareholder who has owned three percent or more of company stock for at least three years. NCLC charges that the rule is arbitrary and capricious, violates the Administrative Procedure Act, and that the SEC failed to properly assess the rule's effects on "efficiency, competition and capital formation" as required by law. NCLC noted that while Congress may have authorized the SEC to consider a proxy rule, Congress never exempted the SEC from following the law when promulgating new regulations. The SEC failed to engage in evidence-based rulemaking and should have conducted a thorough cost-benefit analysis.

NCLC also moved to stay the proxy access rules in a filing with the SEC.

The SEC granted the Chamber's request for a stay of the proxy access rules, but the case has not been decided on the merits.

Petition for review and motion for stay filed 9/29/10. Stay granted 10/4/10. Joint motion for expedited consideration filed 10/8/10. Statement of issues filed 11/4/10. Petitioners' opening brief filed 11/30/10. Investment Company Institute brief filed 12/9/11. State of Delaware brief filed 12/9/11. Motion of TIAA-CREF to file separate brief filed 1/6/11. Responses to TIAA-CREF motion to file separate brief filed 1/18/11. SEC initial brief filed 1/19/11. Petitioners' opposition to law professors' brief filed 1/28/11. Reply of law professors filed 1/31/11. Order granting law professors' motion to file issued 2/9/11. Reply brief filed 2/10/11. State of Delaware brief filed 2/24/11. Final brief and final reply brief filed 2/25/11.