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Expert Analysis

Fair Proxy Voting: Why Section 14(a) Needs Scienter

Law360, New York ( July 23, 2015, 12:31 PM EDT) -- Section 14(a) of the Securities and Exchange Act of 1934 seeks to ensure that investors are properly informed when they vote their shares. A solicitor — whether a corporation or a third party — must be responsible for the proxy solicitation's truth and completeness. But no one is infallible. To further Section 14(a)'s policy goal of informed voting, the rules should be structured to encourage shareholders who believe disclosure problems exist to raise any such issues prior to the vote....

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