Securities Law Alert - October 2007

Click here to download a PDF of the Securities Law Alert - SEC “Notice and Access” E-Proxy Rules, January 1, 2008 Uncertificated Share Deadline and Proposed Rule 144 and 145 Changes.

E-Proxy “Notice and Access” Rules
Earlier this year, the Securities and Exchange Commission (SEC) adopted “optional” e-proxy rules, which permit public companies and others to satisfy the SEC’s proxy requirements by using a “notice and access” model. Under the optional rules, which became available for use on July 1, 2007, public companies may post proxy materials on the Internet in lieu of mailing paper copies of the materials to shareholders, unless a shareholder specifically requests paper copies.

In July 2007, the SEC issued new “mandatory” e-proxy rules, which require companies to post their proxy materials on the Internet and permit companies to elect whether to distribute proxy materials electronically or to continue to mail paper copies. The mandatory rules will become effective for large accelerated filers beginning January 1, 2008. Filers who are not large accelerated filers will be required to comply with the mandatory rules beginning January 1, 2009, but may elect to comply as early as January 1, 2008. The new rules do not apply to proxy solicitations in business combinations.

The alternative of distributing proxy materials electronically is expected to provide cost savings for companies that elect that method, at least following the initial transition period, although there is no track record yet to determine how likely or significant those cost savings will be (and some believe costs may actually increase). The new rules also may result in an increase in the number of proxy contests and changes in voting patterns and solicitation strategies, among other consequences.

The above is just a brief excerpt from this Securiteis Law Alert. Click on the link at the top of this page to download a PDF of the entire Alert.

This Barnes & Thornburg LLP publication should not be construed as legal advice or legal opinion on any specific facts or circumstances. The contents are intended for general informational purposes only, and you are urged to consult your own lawyer on any specific legal questions you may have concerning your situation.