The U.S. Securities and Exchange Commission has proposed
amendments to the proxy solicitation rules, directly targeting
proxy advisory firms (Release No. 34‑87457). Consistent
with the updated interpretative guidance the SEC put out on
Aug. 21, 2019 (and described in our prior
alert), the rules proposed on Nov. 5, 2019, would codify the
SEC's recent interpretation that voting advice put out by proxy
advisory firms are "solicitations" subject to the
antifraud rules, and add additional conditions that must be met in
order for proxy advisory firms to rely on the filing exemptions
that have historically been available to them. If adopted, the
proposed rules will require additional conflict of interest
disclosure by proxy advisory firms in their vote recommendation
materials, give subject companies the opportunity to review and
comment on proxy advisory firms' recommendations prior to
publication and potentially require the proxy advisory firm to
include a hyperlink to a
