The U.S. Court of Appeals for the District of Columbia Circuit has scheduled a May 2 oral argument in a lawsuit over the Securities and Exchange Commission's authority to regulate proxy advice.
The case arose from a 2019 lawsuit filed by Institutional Shareholder Services (ISS), which contends that the SEC does not have the authority to regulate proxy advisors through exemptions to the Commission's proxy solicitation rules. In February 2024, a federal district court ruled for ISS, concluding that SEC had acted outside its authority when the agency (under then-Chair Jay Clayton) issued a 2019 guidance and a 2020 rulemaking on proxy advisors. The SEC, along with the National Association of Manufacturers (NAM), which intervened in the case on the side of the Commission, appealed to the D.C. Circuit. The SEC later withdrew from the case, but the NAM has remained on the appeal.
The Society, along with NIRI, filed an amicus brief in November 2024 that supports the SEC's authority to regulate proxy advice.
For more on proxy advisors, please visit the Society's Resource Center.