D.C. Circuit Vacates SEC Proxy Access Rule
Client Memorandum

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The D.C. Circuit Court of Appeals today vacated Exchange Act Rule 14a-11, which would have required U.S. public companies to include shareholder nominees for election as directors in their proxy materials under certain conditions. The court found that, in adopting the rule, the SEC violated the Administrative Procedure Act by failing to adequately consider the rule’s effect on efficiency, competition, and capital formation.