As discussed in this earlier post, the SEC’s proxy access rule amendments will soon require many publicly traded companies to include shareholder nominees in their proxy statement and proxy cards. This rule may reignite old questions about how to handle director qualification requirements.

Some 131 pages into the 451 page adopting release, the SEC makes the following assertion: “Under state law, shareholders generally are free to nominate and elect any person to the board of directors, regardless of whether the candidate satisfies a company’s qualification requirement at the time of nomination and election.”