US Corporate Law News: Corp fin issues Compliance and Disclosure Interpretations regarding notices of exempt solicitation


On July 31, 2018, the Division of Corporation Finance issued two Compliance and Disclosure Interpretations (CDIs) addressing Notices of Exempt Solicitation in connection with Exchange Act Rule 14a-6(g)(1). The CDIs stated that a soliciting party that is not subject to Exchange Act Rule 14a-6(g)(1) may voluntarily submit a Notice of Exempt Solicitation provided that it is submitted under a cover which presents all of the information required by Exchange Act Rule 14a-103 before any written soliciting materials. Such cover must clearly state the submission was made on a voluntary basis, allowing investors to see that the soliciting party is not required to provide the Notice of Exempt Solicitation as a beneficial owner of more than $5 million of the class of subject securities. For more information see https://www.sec.gov/corpfin/proxy-rules-schedules-14a-14c-cdi#126