Professor Mark Kubisch, The Murky Future of Shareholder Proposals -- Iowa Journal of Corporate Law

Professor Mark Kubisch's article, The Murky Future of Shareholder Proposals, is published in the Iowa Journal of Corporate Law Digital. Professor Kubisch's article was invited as a response to The Corporate Contract & The Private Ordering of Shareholder Proposals by Professor Mohsen Manesh.

Excerpt from The Murky Future of Shareholder Proposals

This Response proceeds in two parts. In Part I, it considers how the Supreme Court’s decision regarding the constitutionality of for-cause removal requirements for administrative agencies may affect the SEC’s rulemaking regarding shareholder proposals. Specifically, it suggests that the elimination of the SEC commissioners’ for-cause protections may lead the SEC’s rulemakings to be more responsive to changes in presidential administrations. This, in turn, may result in volatility in the scope and restrictiveness of the rules concerning shareholder proposals as each change in administration may result in a reshaping of the agencies’ rules and enforcement priorities.

Part II considers how large, institutional stakeholders, proxy advisors, and directors may have discrete incentives to maintain some degree of a federal regulatory presence and thus may object to relying on private ordering on account of those incentives. Accordingly, the future of federal oversight over shareholder proposals remains difficult to discern.

The complete article may be found at Iowa Journal of Corporate Law