In what may be the first time that the Delaware State Bar Association (DSBA) has ever submitted comments upon a proposed SEC rule, the DSBA has recently submitted comments upon proposed Rule 14a-11, the SEC's proposed proxy access rule. The DSBA comment letter can be viewed here, and the SEC's proposed proxy access rule can be viewed here. The DSBA argues that SEC should decline to implement the proposed rule: 

It should instead allow proxy access systems to develop under the framework of private ordering and shareholder choice created by state law.  The one-sided inflexibility of proposed Rule 14a-11 impairs that scope of choice, and with it, significant substantive rights under state corporate law.