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The Dialectical Regulation Of Rule 14a-8: Intersystemic Governance In Corporate Law, Robert B. Ahdieh
The Dialectical Regulation Of Rule 14a-8: Intersystemic Governance In Corporate Law, Robert B. Ahdieh
Faculty Scholarship
In recent years, Rule 14a-8 of the Securities Exchange Act - first adopted more than sixty years ago to increase shareholder participation in corporate governance - has been the subject of a flurry of litigation, scholarly analysis, and SEC rulemaking. Most recently, following several years of debate, the SEC issued a significant clarification of the rule, reversing the Second Circuit's hotly contested interpretation of it in AFSCME v. AIG. For the most part, the debates surrounding Rule 14a-8 - including in the latter case - have focused on the scope of the rule's exceptions. This paper, selected for reprinting in …