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SEC Proposes Amendments and Guidance to E-Proxy



by Mark S. Bergman
Paul, Weiss, Rifkind, Wharton & Garrison LLP - New York Office

John C. Kennedy
Paul, Weiss, Rifkind, Wharton & Garrison LLP - New York Office

Raphael M. Russo
Paul, Weiss, Rifkind, Wharton & Garrison LLP - New York Office

Frances F. Mi
Paul, Weiss, Rifkind, Wharton & Garrison LLP - New York Office

Marni S. Brot
Paul, Weiss, Rifkind, Wharton & Garrison LLP - New York Office

October 28, 2009

Previously published on October 22, 2009

The SEC recently published proposed amendments to its "notice and access" model of proxy material distribution (also known as "e-proxy"). Under this model, companies and other soliciting persons must deliver to shareholders a Notice of Internet Availability of Proxy Materials (a "Notice") in the exact form specified by the SEC and post proxy materials on a publicly accessible website. Soliciting persons can then elect to use a "notice-only" or a "full-set delivery" option (or some combination thereof) to distribute actual proxy materials to shareholders. Under the full-set delivery option, companies and other soliciting persons provide paper or e-mail copies of proxy materials as they did historically prior to adoption of e-proxy requirements.


 

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