D.C. Circuit Invalidates SEC's Proxy Advisor Disclosure Rule, Finding Proxy Advisory Voting Advice Is Not "Solicitation"

Section 14(a) of the Exchange Act prohibits "any person," in "contravention" of SEC "rules and regulations," from "solicit[ing]" "any proxy" regarding registered securities.² In 2020, the SEC issued a rule defining "solicit" to include certain unprompted proxy recommendations, and on that basis promulgated regulations requiring enhanced disclosure requirements for proxy advisory firms. The enhanced disclosure requirements included an exemption that could be met under certain conditions. In 2022, the SEC rescinded two of those conditions, both of