By Cydney Posner

This morning, Corporate Counsel posted a draft of the much anticipated Schumer bill (and clearly a draft it is, since some of it doesn't quite make sense), sometimes referred to as the "shareholders' bill of rights." Rumor has it that some form of this bill is much more likely to pass than the Durbin bill, which would cap executive pay, that I circulated yesterday. The bill was supposed to be introduced this week, but, obviously, has not been. Stay tuned.

Among the key provisions:

  • Non-binding say on executive pay
  • Non-binding say on golden parachutes in the context of business combinations
  • SEC to promulgate rules for proxy access for board nominations, with a threshold of 1% share ownership held for at least two years
  • SROs to prohibit listing of companies not in compliance with above provisions (with cure opportunity)
  • Governing documents or public statement of corporate policy requiring a Board chair who is independent and has not been an executive officer of the company
  • Governing documents to require annual election of directors
  • Majority vote for directors in uncontested elections, with directors not so elected to tender resignations and Board to accept resignations
  • Board Risk Committee, composed of independent directors, responsible for the establishment and evaluation of the risk management practices of the issuer

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