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[171] Id. § 77l.

[172] See generally Loss & Seligman, supra note 10, at 1217-1239.

[173] Supra notes 134-137 and accompanying text.

[174] Loss & Seligman, supra note 10, at 1273-1301; see also Heuer,, Reese & Sale, supra note 137.

[175] 15 U.S.C. § 78ff(a); see also Heuer, Reese & Sale, supra note 137, at  [page number] & nn.53-54.

[176] A thoroughgoing analysis would require a determination of the following: whether the matter was a criminal indictment, SEC enforcement proceeding, or a private civil lawsuit and who was the defendant such as an issuer, investment advisor, or expert signatory to a registration statement and under which particular anti-fraud provision the matter was pursued. See generally Loss & Seligman, supra note 10.

[177] Vogel & Hayes, supra note 18, at 38.

[178] See Coughlin, supra note 24, at 147-150; supra note 162.

[179] 426U.S. 438 (1976).

[180] The materiality issues under the proxy rules are transferable to many other provisions, including Rule 10(b)-5. See, e.g., Basic Inc. v. Levinson, 485 U.S. 224, 232 (1988); Loss & Seligman, supra note 10, at 580 & n.148.

The relevant language of the proxy rules states:

No solicitation subject to this regulation shall be made by means of any proxy statement, form of proxy, notice of meeting or other communication, written or oral, containing any statement which, at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, or which omits to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of a proxy for the same meeting or subject matter which has become false or misleading.

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