Today, the United States District Court of Appeals issued its opinion in the challenge to Rule 14a-11 by the Business Roundtable and Chamber of Commerce. The Court of Appeals vacated the rule finding that the Securities and Exchange Commission acted “arbitrarily and capriciously for having failed to assess adequately the economic effects of the rule.” Pointedly, the Court noted that the SEC had previously been found to have acted arbitrarily and capriciously in American Equity Investment Life Insurance Co. v. SEC, 613 F.3d 166 (D.C. Cir. 2010) and Chamber of Commerce v. SEC, 412 F.3d 133 (D.C. Cir. 2005). In a harsh assessment of the SEC’s rulemaking with respect to Rule 14a-11, the Court found...