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One of the notable features of the last two proxy seasons is the increasing number of shareholder complaints of misleading or inadequate disclosure materials, with courts often issuing preliminary injunctions enjoining proxy votes. As a February alert from Day Pitney put it: "At a minimum, management should enter this proxy season with a clear understanding of disclosure obligations and an appreciation of how those obligations are being tested in today’s landscape." Given this new climate, we want to explore the role that lawyers, particularly general counsel, can play on boards.