Roberto Tallarita, How To Solicit Your Own Ruin: A Machiavellian Detour Through Securities Law, SSRN (Mar. 5, 2026).
Abstract: What is the connection between a lawsuit brought by a proxy adviser against the Securities and Exchange Commission (SEC) and Niccolò Machiavelli’s Discourses on Livy, a 16th-century Italian treatise on history and politics? It’s just a word – solicit – which is at the center of the lawsuit and appears in some English translations of the Discourses but not in others, thus creating a small linguistic mystery about its meaning. Does soliciting entail a preference, a desire, or a personal interest in the ultimate outcome of the solicited action, as the plaintiff argues in the lawsuit? Or does it merely denote a pursuit or a mechanical causation of that action, with no regard for intentions or preferences, as the SEC maintains? It turns out that translating Machiavelli requires thinking hard about this question. To be sure, neither the lawyers nor the court in the proxy advisers case made this connection with Machiavelli. But this lexicographic journey is, I believe, instructive. It shows how hard – and sometimes inane – it is to try to “crack the code” of a text without drowning in the philosophical and literary depths of words.