Evaluating Joe Grundfest's Argument For Repealing the Shareholder Proposal Rule

Summary

In this episode, host Bainbridge critiques SEC Rule 14a-8, arguing it should be repealed or substantially reformed due to high costs, procedural flaws, and misuse, while proposing higher ownership thresholds and stricter materiality standards as alternatives. He then evaluates Joseph Grundfest’s Wall Street Journal op‑ed, which contends the rule should be eliminated entirely, claiming it lacks statutory basis, is counterproductive, and may be unconstitutional. The discussion contrasts Bainbridge’s reform‑focused stance with Grundfest’s more radical repeal position, highlighting the tension between shareholder activism and board governance.