On Monday, John Jenkins at Deallawyers.com wrote about a recent Delaware Court of Chancery decision finding that as alleged, "the Director Defendants’ decisions to delegate the Proxy to the Conflicted Officer Defendants and forego reviewing it before filing, as well as their failure to correct the Proxy’s alleged false and misleading statements, are actionable as bad faith."   In Re Pattern Energy Group Inc. Stockholders Litigation, (Del. Ch.; 5/21).

John's post reminded me of my own post about six years ago questioning whether the SEC was confused about who solicits proxies.  In some rules, the SEC seems to take the position that proxies are solicited by the board (even though the proxy holders are usually officers, not directors).  Other rules seem to reflect the view that it is the company itself or even management that is soliciting proxies.