SEC Amends Rules on Proxy Solicitation and Proxy Voting Advice

In July, the SEC under Chair Gary Gensler adopted a final rule that changes amendments previously finalized in July 2020 under Chair Jay Clayton to rules governing proxy solicitations and the filing exemptions for proxy voting advice. The final rule, 1) does not affect the 2020 Amendments’ Rule 14a-1(l) codification; 2) does not affect the 2020 Amendments’ enhanced conflicts of interest disclosure requirements; 3) eliminates the 2020 Amendments’ requirement that a Proxy Adviser adopt and publicly disclose certain written policies and procedures; and 4) rescinds the SEC’s July 2020 supplemental guidance that it issued to investment advisers about their proxy voting obligations.

Click here to read a Ropes & Gray client alert covering all the changes to the July 2020 amendments to proxy solicitations and filing exemptions for proxy voting advice.