Staff addresses soliciting materials in update to C&DIs on proxy rules and Schedules 14A and 14C

By John Filar Atwood A soliciting party may voluntarily submit a notice of exempt solicitation even if the party is not subject to 1934 Act Rule 14a-6(g)(1) as long as the cover of the notice clearly indicates that it is being filed voluntarily, according to the staff of the Division of Corporation Finance. The staff offered advice on this topic in an update to the compliance and disclosure interpretations (C&DIs) on the proxy rules and Schedules 14A and 14C. The new C&DIs replace the interpretations published in the manual of publicly available telephone interpretations and the March 1999 supplement to the telephone interpretations. Rule 14a-6(g)(1) requires that any person who engages in a solicitation pursuant to 1934 Act Rule 14a-2(b)(1) and beneficially owns over $5 million of the class of securities that is the subject of the solicitation to furnish or mail to the Commission a statement containing the information specified in the notice of exempt solicitation. The…

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