Thomas J. Donohue, president and CEO, U.S. Chamber of Commerce, today said the group "may go to the courts to test" a proposed SEC rule allowing shareholders access to the corporate proxy ballot if it is adopted. "There are those among my colleagues who believe the commission doesn't have the authority to (adopt such a rule)," he said at a SEC roundtable.
"This proposal is modest ... I'm trying to understand why it's so terrible to the corporate community. ... What's the harm (of such a rule)?" said Roel C. Campos, SEC commissioner.
Ira M. Millstein, senior partner,Weil, Gotshal & Manges, said it's "absurd" that shareholders don't have a voice in nominating directors. He suggested a rule whereby directors must have a majority of the vote to be elected; failing that, boards would have to negotiate with dissenting shareholders to find a suitable candidate and have a new election.