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ARTICLE · 23 JULY 2020

Amendments To Proxy Rules

Mayer Brown
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Today, the Securities and Exchange Commission adopted amendments to the proxy rules.

United StatesCorporate/Commercial Law
Anna T. Pinedo
Anna T. Pinedo
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Today, the Securities and Exchange Commission adopted amendments to the proxy rules. The amendments amend the definition of "solicitation" in Exchange Act Rule 14a-1(l) in order to make clear, consistent with the SEC's longstanding view, that it includes proxy voting advice, with certain exceptions. The amendments also revise Rules 14a-2(b)(1) and (b)(3), which provide exemptions from the information and filing requirements of the proxy rules. Reliance on these exemptions will be available subject to satisfaction of specified conditions, which include conflicts of interest disclosure, and the adoption of and public disclosure of written policies and procedures designed to ensure that registrants that are the subject of proxy advice have available to them such advice when it is disseminated to the proxy advisory firm's clients. There are several non-exclusive safe harbors in order to provide certainty that the proxy advisory firm's policies and procedures satisfy the

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