This lesson will provide students with an introduction to the federal regulation of proxy solicitation. The lesson begins with a short description of the process of voting by proxy. It continues with an overview of the regulatory scheme, including a detailed analysis of section 14(a) of the Securities Exchange Act of 1934, and an introduction to Regulation 14A (the Proxy Rules and Sched. 14A), promulgated thereunder by the SEC. It is recommended that students bring a print copy of the Proxy Rules with them to use in conjunction with this lesson.