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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
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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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