SEC Guidance On Proxy Presentation Of Certain Matters In The Merger And Acquisition Context
In late October the SEC issued its first updated Staff Legal Bulletin on shareholder proposals in years – Staff Legal Bulletin No. 14H (“SLB 14H”). Please see my blog on SLB 14H HERE. On the same day the SEC published two new Compliance and Disclosure Interpretations (“C&DI”) related to the unbundling of matters presented for a vote to shareholders in merger and acquisition transactions. The new C&DI has in essence granted voting rights to target company shareholders, on acquiring company organizational documents, where none existed before and has in essence pre-empted state law on the issue.
Unbundling under Rule 14a-4(a)(3) in the M&A Context
Exchange Act Rule 14a-4 relates to the requirements for a proxy card general. Rule 14a-4(a) provides:
(a) The form of proxy:
(1) Shall indicate in bold-face type whether or not the proxy is solicited on behalf of the registrant’s board of directors or, if provided other than by a majority of the board
