The SEC and Corporate Governance.

In 2010 the Securities and Exchange Commission passed a rule that made it easier for shareholders to nominate people for the slate for a corporation's board of directors. The rule was challenged successfully before a federal circuit court and the rule was invalidated on the grounds that it was "arbitrary and capricious." The article discusses whether the rule (or the circuit court case) was justified and what the burden of proof should be when a circuit court reviews a rule of an administrative agency. [ABSTRACT FROM AUTHOR]