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SEC Commissioner Speaks on Shareholder Proposals, Proxy Statements, and Rule 14a-8

Reynolds Holding

Section 14(a) of the Exchange Act [42] should not be read in a manner that allows the Commission to abrogate the role of state corporate law regarding the conduct of shareholder meetings, including any requirements or conditions on a shareholder’s ability to add a proposal to the meeting agenda. No – state law must continue to have a say.

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SEC Commissioner Dissents from Denial of Petition to Change No-Admit, No-Deny Policy

Reynolds Holding

The upshot: so long as a defendant says what the SEC wants to hear (or says nothing at all), he does not violate the No-Admit-No-Deny Provision. Times, May 2, 2003, at Section A., inconsistent with the spirit of the First Amendment and our Nation’s time-honored tradition of protecting free expression.” [24] Reform 535, 537-38 (2015).

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