SEC Rule 14a-8: A Study in Regulatory Failure


Recently the SEC amended rule 14a-8 to restrict its scope some- what.5 The debate preceding and following the amendments also focused on the scope of the rule rather than its existence. The recent amendments and the accompanying debate afford an opportunity to reconsider the wisdom of the rule. Close analysis reveals that the rule imposes substantial costs on issuers and the Commission while its benefits, if any, are highly speculative and not appropriate to the regulatory mission of the SEC. Accordingly, the rule should be abolished. More broadly, the history of the rule's survival despite its ineffective- ness offers an interesting, albeit discouraging, case study in the difficulties of eliminating wasteful and burdensome government regulation.


SEC Rule 14a-8

Publication Date


Document Type


Place of Original Publication

New York Law School Law Review

Publication Information

30 New York Law School Law Review 1 (1985)

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