Private Ordering and Proxy Access Rules: The Case for Prompt Attention

The delay in the proxy access rules may give companies a grace period, but extrinsic forces such as corporate governance activist pressure will increasingly affect the nomination process for many companies. In light of these factors, companies should review and consider the private ordering initiatives discussed in this report with an eye toward amending their bylaws and corporate governance policies no later than summer 2011. This report focuses on advance-notice bylaws, director qualification bylaws (such as those setting age standards, term limits, or stock ownership requirements), conduct-of-meeting bylaws, and nominating committee charters.