《多德—弗兰克法案》赋予美国证监会制定股东使用委托书提名董事规则的权力,但该14a-11规则在制定、颁布前后一直饱受争议。未及实施,美国商业圆桌即向哥伦比亚特区联邦上诉法院提起诉讼,请求宣告该规则无效。法院依据“武断而多变”的经济分析,判定该行政立法因违反行政程序法的规定而无效。学界观点亦众说纷纭,对法院所采纳判决依据的批判较多。同时,董事会中心地位难以撼动、股东行动主义力量有限的事实,以及是否允许公司股东运用私人合约加以规制的观点,也引起了较多的思考和重视。 The Dodd-Frank Act gives the Securities and Futures Commission the power to make rules governing the nomination of directors for the use of power of attorney. However, the Rule 14a-11 has been controversial around the time it was enacted and promulgated. Not yet implemented, the U.S. Business Round sued the District Court of Appeals in the District of Columbia for a declaration of invalidation of the rule. Based on the economic analysis of “arbitrary and varied”, the court ruled that the administrative legislation was invalid because of violation of the provisions of the Administrative Procedure Law. There are also many different opinions in academia and more criticisms of the basis for judgments taken by the courts. In the meantime, the fact that the central position of the board of directors is hard to shake, the fact that shareholder activism is limited, and whether the company’s shareholders allow them to use private contracts to regulate them have also aroused much thought and attention.