D.C. Circuit Invalidates SEC’s Proxy Advisor Disclosure Rule, Finding Proxy Advisory Voting Advice is Not “Solicitation”
July 31, 2025
On July 1, 2025, in Institutional Shareholder Services, Inc. v. SEC (“ISS”), the U.S. Court of Appeals for the District of Columbia Circuit held that proxy-voting advice recommendations are not “solicitations” under the Securities Exchange Act of 1934, thus invalidating a Securities and Exchange Commission (“SEC”) rule requiring enhanced disclosure requirements for proxy advisory firms issuing proxy recommendations.
