Brief of First Amendment and Securities Law Scholars as Amici Curiae in Support of Respondent: National Center for Public Policy Research v. Securities and Exchange Commission

Authors

Sarah C. Haan, Washington and Lee University School of LawFollow

Document Type

Article

Publication Date

2023

Abstract

Amici are law professors with significant expertise in corporate and securities law, and constitutional law, particularly regarding the First Amendment. They have published extensive analyses about the Shareholder Proposal Rule, shareholder voting, corporate democracy, First Amendment “coverage,” the constitutionality of mandatory disclosures, and various related issues. Amici thus have particular expertise in the First Amendment issues raised by the parties in this case.

Amici submit this brief to respond to Intervenor National Association of Manufacturers’ extreme argument that Rule 14a-8 violates the First Amendment. This position ignores—and NAM repeatedly overlooks—the vital function of proxy solicitation in modern corporate governance and the potential for material omissions in proxy materials to impair the shareholder franchise.

Recommended Citation

Sarah C. Haan et al., Brief of First Amendment and Securities Law Scholars as Amici Curiae in Support of Respondent, Nat'l Ctr. for Pub. Pol’y Res. v. Sec. & Exch. Comm’n, 5th Cir. No. 23-60230 (filed Sept. 29, 2023).