Over the past week, Washington, DC has been hit with 2 blizzards, but the legislative activity continued unabated.

Since December, Senators Dodd (D-CT) and Shelby (R-AL) have been engaged in negotiations to craft a financial regulatory reform bill. Senators Schumer (D-NY) and Crapo (R-ID) were the bi-partisan negotiators on corporate governance matters.  In reading the tea leaves, as the negotiations progressed, it appeared that the Schumer-Crapo talks reached an impasse and that there was a possibility that corporate governance would not be covered by a financial regulatory bill.

As the snows began to fall last Friday, February 5th, Dodd and Shelby announced that their negotiations had broken down and that they had broken off talks. Senator Dodd announced that he was drafting a partisan bill and it appeared that the Schumer Shareholder Bill of Rights could either be inserted in such a bill, or serve as the foundation for the corporate governance sections of such an effort. As a new storm was raging on Wednesday, February 10th, Senator Corker (R-TN) met with Senator Dodd and they announced that they were trying to jump start a new bi-partisan effort.

What does this all mean?  While the situation is in flux and it is still unclear what the Dodd-Corker negotiations will bear, it seems that the Schumer Shareholder Bill of Rights is in play. Those provisions--proxy access, Say on Pay, mandating leadership structures, prohibiting staggered boards, requiring majority voting for uncontested directors and creating risk management provisions, could become the basis for new federal corporate governance legislation.

What can be done? Plenty. It is important for companies and individuals to reach out to Senators on the Banking Committee and make them understand the potential ramifications of these provisions and how they will impact the day to day operations of public companies. The unintended consequences of these provisions and the economic fallout need to be put out in the open for public debate.

We have seen over the past year how robust public debate can shape legislative action. Many Senators are not familiar with the everyday operations of public companies or the impacts legislation can have upon them. Input is important for the legislative process and educating Senators and their staff on the adverse consequences of the Schumer Shareholder Bill of Rights is critical, particularly at this stage of the process. 
When you shovel snow, it is easy to track your progress. With the drafting of legislation, you may not be able to chart progress until you see the draft of a bill. However, once a bill is drafted it is awfully difficult to change. So, if you are concerned about the provisions of the Schumer Shareholder Bill of Rights, grab a phone, write a letter, schedule a meeting, but make your voice heard.