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SECs Proxy Access Rule Thrown Out By Federal Appeals Court

July 26, 2011

By Keith D. Pisani & Michael L. Zuppone

On July 22, 2011, the United States Court of Appeals for the District of Columbia (the Court) vacated Rule 14a-11 (Rule 14a-11) promulgated under the proxy access provisions of the Securities Exchange Act of 1934, as amended (the Exchange Act), which were enacted last year as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). Rule 14a-11 had been adopted by the Securities and Exchange Commission (the SEC) on August 25, 2010 along with certain related rule changes to implement proxy access (collectively, the Proxy Access Rules).