The Crucial Role of the Nominating Committee: Re-Inventing Nominating Committees in the Aftermath of Shareholder Access to the Proxy
Michael K. Molitor
Posted Tuesday, October 2, 2012

Part I of this Article begins with an overview of the director nomination and election process.  Part II then describes several recent developments in this area, including possible shareholder access to the proxy under Rule 14a-11 and the growth of majority voting in director elections.   By and large, these developments have been victories for proponents of greater "shareholder power."  However, part III of this Article presents several reasons to have serious misgivings about allowing shareholders of public corporations greater involvement in the director selection process or other types of power.  Part IV then presents several suggestions toward a workable solution that empowers shareholders but also protects corporations, including a detailed model bylaw.