The SEC certification to Delaware

As I noted over a year ago, Delaware amended its constitution to allow the Delaware Supreme Court to take certified questions from the SEC. I commented that

the SEC should not opine on the merits of [shareholder] proposals, including whether they are permitted under state law: that should be determined by the state courts and legislatures. Delaware's move makes this approach easier for the SEC to effectuate. Now the ball is in the SEC's court . . . .

As everybody with any interest in this stuff knows, the SEC has in fact certified a question. I was away during the initial flurry and so haven't contributed to the discussion. Leading the commentary charge so far have been, among others, Brown, Bainbridge, Smith, Verret, Fairfax.

I plan to jump in when the Delaware court rules. My focus likely will be on the federalism issue rather than the substantive state law question, including what the Delaware decision indicates about the future of this sort of federal deference to state law.