The Securities and Exchange Commission has recently proposed rules to assist shareholders in placing nominees for directors on the ballot at shareholders meetings. In a recent release, the SEC stated that the proposed rules "may serve to align the interests of the board and security holders, thereby giving investors greater confidence that the board is serving the interest of security holders." In a comment filed with the SEC, Randall S. Kroszner questions whether these proposed rules achieve the SEC's goal, increase shareholder value, or achieve any other useful purpose. He argues that, rather than promulgating new rules, the SEC should re-examine existing regulatory barriers that interfere with the ability of shareholder groups and institutional investors to affect corporate governance. This conference will address this question, as well as other issues associated with the SEC's proposal.