This article surveys the role of shareholder proxy access in US corporate law following the Business Roundtable decision of 2011 in which the D.C. Circuit Court of Appeals vacated the shareholder proxy access rule introduced in Rule 14a-11. The judgment engendered heated academic debate over the necessity and value of shareholder proxy access in the modern corporation in either its former or a revised form. To this end, this article highlights several criticisms of the proxy access framework insofar as it strengthens the role of shareholders at the expense of other stakeholders in the corporate setting. The article concludes with a summary of the current state of the law, with proxy access rules in place through the private ordering provisions of the revised Rule 14a-8.
European Business Law Review