16 pages. Excerpt: While the SEC's proposed proxy access rules are subject to comment and modification, given the recent amendments to the DGCL and the current political climate surrounding the introduction of federal corporate governance legislation, it is increasingly likely that stockholders will be afforded significantly expanded access to the proxy statements of public companies for the purpose of nominating directors. Accordingly, the remainder of this client alert provides an overview of: the SEC's proposed proxy access rules; proposed changes to the SEC's shareholder proposal rules to facilitate alternative proxy access regimes; recent amendments to the DGCL that take effect on August 10, 2009, including those relating to proxy access and reimbursement of proxy solicitation expenses and other matters; the proposed federal Shareholder Bill of Rights Act of 2009; and the proposed Shareholder Empowerment Act.

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