Promoting corporate democracy and social responsibility: The need to reform the federal proxy rules on shareholder proposals

This Article analyzes SEC Rule 14a-8-the shareholder proposal rule. The Rule as currently written is not designed to enhance optimally corporate democracy or social responsibility given the numerous SEC exceptions to the includability of proposals. Professor Lazaroff recommends that the Rule needs to be reevaluated so that it can be easily applied, with little need to consult the SEC or the courts regarding the includability of individual proposals. After analyzing the administrative and judicial treatment of the current rule, Professor Lazaroff offers some alternatives designed to-create greater clarity and simplicity while enhancing legitimate shareholder participation in the corporate decision-making process.