JOURNAL OF LEADERSHIP, ACCOUNTABILITY AND ETHICS
The SEC and Corporate Governance
Author(s): Bryce Jones, Steven R. Smith
Citation: Bryce Jones, Steven R. Smith, (2013) "The SEC and Corporate Governance," Journal of Leadership, Accountability and Ethics, Vol. 10, Iss. 2, pp. 65 - 80
Article Type: Research paper
Publisher: North American Business Press
Abstract:
In 2010 the Securities and Exchange Commission passed a rule that made it easier for shareholders to
nominate people for the slate for a corporation’s board of directors. The rule was challenged successfully
before a federal circuit court and the rule was invalidated on the grounds that it was “arbitrary and
capricious.” The article discusses whether the rule (or the circuit court case) was justified and what the
burden of proof should be when a circuit court reviews a rule of an administrative agency.