CORPORATE RESISTANCE TO DODD-FRANK LEGISLATION

The Securities and Exchange Commission attempted to develop regulations with regards to shareholder proxy access following the legal authorization to do so in the Dodd-Frank legislation. The Business Roundtable and other business groups challenged the SEC rule-making and the Federal Court ruled against the SEC. The SEC did not appeal the court decision, but enacted a different and less comprehensive rule regarding proxy access that the court did not rule against and therefore was allowed to go into effect. Since then some shareholders have tried to achieve proxy access in their respective corporations.
The SEC has now proposed rules regarding how corporations report executive pay to shareholders. Dodd-Frank allowed the SEC to enact rules that would direct corporations to compute a ratio of executive pay to average worker pay. The Business Roundtable and other business groups oppose this rule and are thinking out bringing another lawsuit or trying to convince Congress to revisit Dodd-Frank and throw out this provision.
Please read all the attaching documents first. The paper should focus on: What lessons should the Roundtable have learned from its experience with proxy access? How should it apply these lessons to the new struggle over the pay ratios? What kind of opposition can it expect in this new struggle? What are the best arguments the Roundtable can use? What are the best arguments from the opposition that it must be able to address in making its political case against the rule?
Other Reference Material:
1.http://www.corporatesecretary.com/articles/proxy-voting-shareholder-actions/12139/what-new-proxy-access-rules-mean-you/

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2. http://www.sec.gov/news/press/2011/2011-179.htm
3. http://www.sec.gov/News/PressRelease/Detail/PressRelease/1370539817895#.UnUcghD3sX5
4. http://blogs.reuters.com/financial-regulatory-forum/2013/10/09/governance-reforms-gain-momentum-with-sec-pay-ratio-disclosure-proposal/
5. http://www.centerforcapitalmarkets.com/wp-content/uploads/2010/04/2012-1.18-Trades-Ltr-to-SEC-re-pay-ratio-rules1.pdf
6. http://www.aflcio.org/Corporate-Watch/CEO-Pay-and-You/CEO-to-Worker-Pay-Gap-in-the-United-States/Why-CEO-to-Worker-Pay-Ratios-Matter-For-Investors
7. http://corpgov.net/2013/09/take-action-comment-on-sec-pay-ratio-rulemaking/
8. http://www.corpgov.deloitte.com/binary/com.epicentric.contentmanagement.servlet.ContentDeliveryServlet/USEng/Documents/Deloitte%20Periodicals/Hot%20Topics/Hot%20Topics%20-%20Pay%20Ratio%20Disclosure%20-%20October%202013.pdf

9. http://legis.delaware.gov/LIS/lis145.nsf/vwLegislation/HB+19/$file/legis.html?open
10. http://blogs.law.harvard.edu/corpgov/2009/07/07/delaware-law-changes-to-facilitate-voluntary-adoption-of-proxy-access/
11. http://blogs.law.widener.edu/delcorp/2013/07/01/proxy-access-proposals-in-2013-anybody-out-there/

12. http://www.hblr.org/2011/10/compensation/
13. http://www.complianceweek.com/business-groups-urge-extended-pay-ratio-comment-period/article/316884/