Rescission of Rule 14a-8's Federal Regulation of Shareholder Proposals and Amendments to Rule 14a-4

ing,'' it does not define what can be considered as ``proper business.'' \125\ Consequently, there is a diversity of opinion about whether the DGCL permits precatory proposals. While a number of commentators have observed that Delaware law does not explicitly authorize or contemplate precatory proposals as proper subjects for shareholder action,\126\ the question remains unresolved. For example, one scholar of Delaware law has stated that section 211 of the DGCL could be interpreted to authorize precatory proposals as proper \127\ and another legal scholar has argued that the authority to present and vote on precatory proposals is an ``incidental power[ ]'' derived from section 121 of the DGCL and the broader governance framework created by statute.\128\ Regardless of their views, no commentator has identified any controlling authority from a Delaware court on this issue, and the DGCL (like the MBCA) does not directly address the question as to whether precatory proposals are proper subjects for a shareholder vote.\129\ Moreover, even if Delaware law were clear on this issue, other States may take a different position. --------------------------------------------------------------------------- \124\ See supra notes 16 and 100. \125\ See 8 Del. C. section 211; see also Model Bus. Corp. Act section 7.01. \126\ See e.g., Manesh, supra note 100, at 29 (``For one, there is nothing i