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The SEC’s New Universal E-Proxy Rules
August 8, 2007 Full PDF
The SEC has published final rules requiring that companies and soliciting persons offer the notice and access method of distribution for all proxy solicitations (other than with respect to business combinations) (the "universal e-proxy rules"). After the new rules go into effect, companies and other soliciting persons may elect to use either a notice only or a full set delivery option to distribute proxy materials to shareholders. Under both options, companies and other soliciting persons must deliver to shareholders a Notice of Internet Availability of Proxy Materials in the form specified by the SEC (the "Notice") and post proxy materials on a publicly accessible website. Under the full set delivery option, companies and other soliciting persons may also initially provide paper or e-mail copies of proxy materials in addition to the Notice and website posting. Companies and soliciting persons do not have to choose one option as the exclusive means for providing proxy materials to shareholders. Instead, they may use one option for some shareholders and the other option for other shareholders.