What a difference a few months make. Since last fall, governance experts have anticipated a special report from the American Bar Association’s Committee on Corporate Laws that would re-examine the Model Business Corporation Act and possibly recommend majority election of board directors. Popular sentiment was that the Committee, chaired by former Delaware Chancery Court Chief Justice Norman Veasey, would bring direction the heated issue.
Times have changed. Since the committee introduced its preliminary report in January, events at boardrooms and shareholder meetings across America have outpaced it—partly because governance watchdogs were disappointed that the report fell well short of their expectations, and endorsed a continued policy of plurality elections. So, when the Committee last week issued the second version of its proposal, most observers showed little interest.
