Public Company Update: D.C. District Court Rules Proxy Voting Advice Beyond The Scope Of Federal Proxy Rules

On February 23, 2024, the U.S. District Court for the District of Columbia ruled in favor of Institutional Shareholder Services Inc. on the party’s motions for summary judgment, ending a years long dispute over whether proxy voting advice for a fee constitutes solicitation subject to the federal proxy rules. The court held that the SEC acted in excess of its statutory authority when it amended the proxy rules’ definition of “solicit” and “solicitation” in 2020 to include proxy voting advice for a fee.