Just before Christmas, the SEC unexpectedly opened a second comment period on their proposed rule to create a federal right to a company's proxy statement. The SEC requested comments on studies pro and con to the proposal.

The Chamber filed the this comment letter in opposing this misguided rule making. Our letter again restated the points we have made for almost the past year: the SEC has exceeded its legal authority, the proposal would be costly and disruptive to companies, proxy access would impair the directors to the detriment of shareholders, no compelling reason has been made for the new rules and the SEC has ignored pressing issues such as the renting of voting interests of a large number of shares.

The Chamber also filed a report by Professor Brian Cheffins of the University of Cambridge. The Cheffins reports looks at the performance of the S&P 500 during 2008, particularly the companies most impacted by the financial crisis. Professor Cheffins found that the corporate governance systems worked and that boards were quite engaged in dealing with the financial crisis. The report concluded that these companies suffered from a financial crisis, not a governance crack-up and that the case for corporate governance reforms was not made.

This report joins a growing chorus that proxy access is simply a solution in search of a problem. A solution that the SEC has already rejected twice over the past 6 years.

Distracting directors, alienating shareholders and destroying the value of stocks, never seems like a good idea, particularly when the SEC should be looking at its ever growing to do list. Maybe the reforms to prevent a Madoff, or getting Mom and Pop shareholders to vote in corporate elections would be better than yet another consideration of proxy access.

Proxy access sure is a clunker, too bad we can't cash it in for something better, maybe like the CCMC's proposals to make the SEC a better and more efficient agency.