No. 10-1305.

647 F.3d 1144 (2011)

BUSINESS ROUNDTABLE and Chamber of Commerce of the United States of America, Petitioners v. SECURITIES AND EXCHANGE COMMISSION, Respondent.

United States Court of Appeals, District of Columbia Circuit.

Decided July 22, 2011.

Attorney(s) appearing for the Case

Eugene Scalia argued the cause for petitioners. With him on the briefs were Amy Goodman , Daniel J. Davis , and Robin S. Conrad . Amar D. Sarwal entered an appearance.

Steven A. Engel , Ruth S. Epstein , and G. Eric Brunstad, Jr. were on the brief for amici curiae Investment Company Institute and Independent Directors Council in support of petitioners.

Shannon E. German was on the brief for amicus curiae State of Delaware in support of petitioners.

Randall W. Quinn , Assistant General Counsel, Securities and Exchange Commission, argued the cause for respondent. With him on the brief were David M. Becker , General Counsel, Jacob H. Stillman , Solicitor, Michael A. Conley , Deputy Solicitor, Michael L. Post , Senior Litigation Counsel, and Tracey A. Hardin , Senior Counsel.

Reuben A. Guttman was on the brief for amici curiae Law Professors in support of respondent.

Jeffrey A. Lamken , Christopher J. Wright , Timothy J. Simeone , Peter Mixon , and Robert M. McKenna , Attorney General, Office of the Attorney for the State of Washington, were on the brief for amici curiae Council of Institutional Investors, et al.

Opinion for the Court filed by Circuit Judge GINSBURG.

GINSBURG, Circuit Judge:

The Business Roundtable and the Chamber of Commerce of the United States, each of which has corporate members that issue publicly traded securities, petition for review of Exchange Act Rule 14a-11. The rule requires public companies to provide shareholders with information about, and their ability to vote for, shareholder-nominated candidates for the board of directors. The petitioners argue the Securities and Exchange Commission promulgated...

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