Regulatory: Director liability for proxy statement disclosure
Recent lawsuits highlight directors’ duty to properly inform
shareholders  Shareholders have brought a number of recent
lawsuits against companies alleging, among other things, that
the proxy statements used to solicit their votes were false or
misleading. These lawsuits stand as a reminder that when a
company is soliciting shareholder votes, directors have a duty
to shareholders to ensure that the proxy statement fully and
accurately discloses the material facts necessary for
shareholders to make an informed vote.  This duty arises under
Section 14(a) of the Securities Exchange Act of 1934,
specifically Rule 14a-9 promulgated thereunder. Rule 14a-9
prohibits a company from soliciting the votes of its
shareholders with a proxy statement that contains materially
false or misleading information or that fails to disclose
material information that is necessary for full and fair
disclosure to shareholders.   To help ensure that shareholders
receive the