SEC Updates C&DIs Related to Proxy Rules and Schedules 14A/14C

The SEC’s Division of Corporation Finance has updated its compliance and disclosure interpretations (C&DIs) related to proxy rules and Schedules 14A/14C. The updates include the following:

• Revisions to Question 126.03 on the counting of days with respect to the 10-calendar-day period in Rule 14a-6.
• New Question 132.03 on whether a soliciting party can “satisfy Rule 14a-12(a)(1)(i) through a legend that only includes a general reference to filings made by the soliciting party or the participants.”
• New Questions 139.07–.09 related to whether a soliciting party can use discretionary authority in certain scenarios.
• New Question 151.02 on whether “the solicitation of security holder approval for the authorization of the additional shares of common stock [would involve] the acquisition for purposes of Note A of Schedule 14A.”