The SEC’s Role in Cracking the Door Open so Women May Enter

by Sabrina I. Pacifici on July 15, 2013

The Glass Boardroom: The SEC’s Role in Cracking the Door Open so Women May Enter, Tamara Smallman, Independent, June 27, 2013 – Columbia Business Law Review, Winter 2013, Forthcoming

“This Note explores the current status of gender diversity disclosures under the SEC’s 2009 Proxy Disclosure Enhancements. It draws on data compiled from the 2012 Fortune 50’s most recent proxies in its analysis of corporate compliance under the SEC’s revised rule and female representation in America’s most influential boardrooms. In a detailed empirical analysis of Fortune 50 proxy diversity statements, this Note reveals that three years after implementation of the SEC’s proxy disclosure amendments, over half of the diversity disclosures among the Fortune 50 fail to fully comply with the rule’s requirements. The Note chronicles the lack of change in female board representation that coincides with this non-compliance, contrasting the U.S.’s stagnation with significant growth abroad in countries that have experimented with gender quotas. While dismissing the implementation of similar quotas in this country, the Note proposes that the SEC must issue enhanced guidance on the required comprehensiveness of diversity disclosures under its proxy disclosure rule via a detailed Staff Report distributed to all public companies. By singling out both inadequate and exemplary corporate disclosures, the SEC will not only increase the odds of regulatory compliance, but will also provide investors with the information required to make informed decisions regarding board composition.”

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