D.C. Circuit Court Upholds Ruling That Proxy Voting Advice Is Not Solicitation
By Nathaniel Segal, Jacob C. Tiedt, Mark A. Quade, & Jake W. Wiesen
Corporate Law Departments,
November 2025
On July 1, 2025, the U.S. Court of Appeals for the District of Columbia Circuit upheld the February 23, 2024 judgment of the U.S. District Court for the District of Columbia that proxy voting advice does not constitute “solicitation” for purposes of Section 14(a) of the Securities Exchange Act of 1934 and related proxy rules.
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