In Praise of Process: Examining the SEC, Rule 14a-8(i)(8), and AFSCME v. AIG

Abstract

Part one of this essay will discuss the rule, including a brief analysis of proxy access generally and the election exclusion specifically. Part two will examine the AFSCME v. AIG case and the SEC\u27s response thereto in more detail-discussing the arguments posited both for and against increased shareholder access, as well as the aftermath of the SEC\u27s decision. Part three will analyze how the SEC\u27s failure to change Rule 14a-8(i)(8) to allow greater shareholder access specifically caused one thread in the financial crisis-as a direct result of a loss of shareholder empowerment. Finally, part four offers an epilogue-a discussion of the SEC\u27s current position on shareholder access generally and the election exclusion specifically as a portend for the future