The U.S. Chamber of Commerce’s Center for Capital Markets Competitiveness (“CCMC”) appreciates the opportunity to comment on the proposed rules (the “Proposed Rules” or “Proposal”) of the Securities and Exchange Commissions (“SEC” or “Commission”) governing substantial implementation, duplication, and resubmission of shareholder proposals under Exchange Act Rule 14a-8. The Chamber encourages the Commission not to finalize the Proposed Rules.
The shareholder proposal system, as governed by Exchange Act Rule 14a-8, goes beyond the SEC’s statutory mission to promote investor protection, competition, and capital formation. The Proposal’s use of the concept of “shareholder suffrage” injects political and special interest considerations into the shareholder proposal process and was rejected by the SEC in the past.