17 C.F.R. § 240.14a-9

False or misleading statements

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(a) No solicitation subject to this regulation shall be made by means of any proxy statement, form of proxy, notice of meeting or other communication, written or oral, containing any statement which, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of a proxy for the same meeting or subject matter which has become false or misleading.

(b) The fact that a proxy statement, form of proxy or other soliciting material has been filed with or examined by the Commission shall not be deemed a finding by the Commission that such material is accurate or complete or not false or misleading, or that the Commission has passed upon the merits of or approved any statement contained therein or any matter to be acted upon by security holders. No representation contrary to the foregoing shall be made.

(c) No nominee, nominating shareholder or nominating shareholder group, or any member thereof, shall cause to be included in a registrant's proxy materials, either pursuant to the Federal proxy rules, an applicable state or foreign law provision, or a registrant's governing documents as they relate to including shareholder nominees for director in a registrant's proxy materials, include in a notice on Schedule 14N (§ 240.14n-101), or include in any other related communication, any statement which, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to a solicitation for the same meeting or subject matter which has become false or misleading.

Note:

The following are some examples of what, depending upon particular facts and circumstances, may be misleading within the meaning of this section.

a. Predictions as to specific future market values.

b. Material which directly or indirectly impugns character, integrity or personal reputation, or directly or indirectly makes charges concerning improper, illegal or immoral conduct or associations, without factual foundation.

c. Failure to so identify a proxy statement, form of proxy and other soliciting material as to clearly distinguish it from the soliciting material of any other person or persons soliciting for the same meeting or subject matter.

d. Claims made prior to a meeting regarding the results of a solicitation.

[31 FR 212, Jan. 7, 1966, as amended at 41 FR 19933, May 14, 1976; 44 FR 38815, July 2, 1979; 44 FR 68456, Nov. 29, 1979; 75 FR 56782, Sept. 16, 2010; 85 FR 55155, Sept. 3, 2020; 87 FR 43196, July 19, 2022]

Notes of Decisions

Cited in 50 cases (4 in the last 5 years), 1956–2025 · leading case: Sec. & Exch. Comm'n v. Am. Realty Trust, 429 F. Supp. 1148 (E.D. Va. 1977).

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Sec. & Exch. Comm'n v. Am. Realty Trust, 429 F. Supp. 1148 (E.D. Va. 1977). · cites it 2× “§ 78n(a) and Rule 14a-9 thereunder, 17 CFR 240.14a-9, which requires that proxy soliciting material be filed with the SEC and that it not be misleading.”

Fed. Sec. L. Rep. P 94,853 John Schlick v. Penn-Dixie Cement Corp., 507 F.2d 374 (2d Cir. 1974). “The first alleges a violation of Section 10(b) of the Securities Exchange Act of 1934, 15 U.S.C. 78j(b) (1970), and Rule 10b-5 promulgated thereunder, 17 C.”

C.E. CARLSON, INC. & Charles E. Carlson, Petitioners, v. Sec. Exch. Comm'n, Respondent, 859 F.2d 1429 (10th Cir. 1988). “2d 757 (1976) (materiality standard for Rule 14a-9, 17 C.F.R. 240.14a-9); Hassig v. Pearson, 565 F.”

Riseman v. Orion Rsch. Inc., 475 N.E.2d 398 (Mass. 1985). “§§ 78aa, 78n (1982), and 17 C.F.R. 240.14a-9 (1984), concerning false and misleading proxy solicitation, and J.”

Little Gem Life Sciences LLC v. Orphan Med., Inc., 537 F.3d 913 (8th Cir. 2008). “§§ 78n and 78t, and Securities and Exchange Commission (SEC) Rule 14a-9, 17 C.F.R. 240.14a-9. The district court 1 granted the defendants’ joint motion to dismiss, finding that Little Gem failed to meet the heightened pleading standards required by the Private Securities…”

Ferber v. Travelers Corp., 785 F. Supp. 1101 (D. Conn. 1992). “§ 78n(a), and Rule 14a-9, 17 C.F.R. 240.14a-9 (1990), if “knowingly false or misleadingly incomplete, even when stated in conelusory terms.”

Fed. Sec. L. Rep. P 98,225 Sec. & Exch. Comm'n v. Zale Corp., 650 F.2d 718 (5th Cir. 1981). “§ 78n(a)] and Rule 14a-9 thereunder [17 C.F.R. 240.14a-9] — Fraud in the Solicitation of Proxies 27.”

Fed. Sec. L. Rep. P 94,496 Richard J. Sargent v. Genesco, Inc., 492 F.2d 750 (5th Cir. 1974). “The plaintiffs then go on to argue that treating the letter as a proxy solicitation, it failed to meet the disclosure requirements of rule 14a-9, 17 C.F.R. 240.14a-9. The defendants' main reply, which was accepted by the district court, is that the September 18 letter on its…”

Sol A. Dann, John H. Neville & Louise A. Turek v. Studebaker-Packard Corp., Harold E. Churchill, Hugh J. Ferry, & A. J. Porta, 288 F.2d 201 (6th Cir. 1961). “X-14A-9, 17 C.F.R. 240.14a-9 (Supp.1952) (following SE Act of 1934 14(a), provides: "False or misleading statements.”

Rudolph v. UTStarcom, 560 F. Supp. 2d 880 (N.D. Cal. 2008). “ish a claim under § 14(a) of the Exchange Act, plaintiffs must allege that some part of a proxy statement “con-taints] any statement which, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or…”

Brown v. Bullock, 194 F. Supp. 207 (S.D.N.Y. 1961). “Rule X-14A-9, 17 C.F.R. 240.14a-9 (adopted pursuant to section 14(a) of *231 the 1934 Act) forbids the solicitation of proxies by means of any proxy statement which is materially false or omits to set forth any material fact necessary in order to make the statements therein not…”

Maher v. Zapata Corp., 490 F. Supp. 348 (S.D. Tex. 1980). “§ 78n) and Rule 14a-9,17 C.F.R. 240.14a-9 (1978) promulgated thereto through material misstatements and material omissions made in Zapata’s proxy statements and materials circulated therewith dated January 27, 1977, December 27, 1977, and December 21,1978.”

Show all 50 citing cases →

— 17 C.F.R. § 240.14a-9(a) — 3 cases

In Re Marsh & McLennan Companies, Sec. Litig., 536 F. Supp. 2d 313 (S.D.N.Y. 2007).

Mgmt. Assistance Inc. v. Edelman, 584 F. Supp. 1016 (S.D.N.Y. 1984).

Kennedy v. Chomerics, Inc., 669 F. Supp. 1157 (D. Mass. 1987).

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