Professor Bainbridge...on law, politics, religion, culture & food

Today’s bonus corporate governance ruminations

1. What would the SEC do if Delaware amended DGCL § 141 to provide that for three year director terms, rather than the current 1 year default. It would make the SEC's shareholder access proposal a lot less disruptive. (Note that in a classified board there still is an annual election, even though each director's individual term will be 3 years. I'm suggesting that there only be an election every three years.)
2. If shareholder activism is such a great thing, why aren't there mutual funds that specialize in activism? Granted there is a free rider/public good problem, but it is still a little puzzling.
3. If the SEC's shareholder access proposal goes through, why would we need rule 14a-8? If shareholders are that worked up about something at a firm, let them try to elect a director under the new proposed access regime. Update: As Gordon Smith points out, a "too easy" answer is that the SEC wants to use Ryle 14a-8 as a trigger for shareholder access to director nominations. But other triggers could be devised that would not depend on 14a-8.
4. Will the SEC be satisfied with getting the shareholder access proposal through or is the real agenda federalization of corporation law? Regular readers will know that I am not a fan of the current process of creeping federalization of corporate law.