New SEC Proxy Access Rule

Large U.S. corporations were recently placed on notice by the Securities & Exchange Commission (“SEC”) that shareholders will have a larger voice in determining board members going forward.  Just last week, the SEC adopted new proxy access rules that could have a significant impact on companies who anger their shareholders by not managing their risks well.  Crain’s New York had a very interesting report on the potential impact of the changes on companies like Goldman Sachs.  Here’s their view.

Goldman Sachs is target No. 1 for activist investors looking to shake up corporate boards now that the Securities and Exchange Commission has made it easier for shareholders to nominate directors.  Corporate governance activists are looking to replace Goldman directors at the firm’s annual meeting next spring unless the board strips Chief Executive Lloyd Blankfein of his position as chairman.

The SEC determined that investors can nominate their own directors if they own as little as 3% of a company’s stock and can combine their holdings with other shareholders to reach the threshold. It’s a sea change for board elections, where candidates in most cases are selected by management only. While investors are limited to nominating 25% of directors in any year, the power they’ve been granted by the government is considered so worrisome that the U.S. Chamber of Commerce is threatening to sue.

Boards and senior management need to ensure that they are working well together to anticipate risk events like the one Goldman Sachs experienced to protect their shareholders and their positions.  The best way to achieve this goal is to have a strong enterprise risk management program in place.

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