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Mandatory/Universal E-Proxy Rules and Deadlines

 Public companies should begin to prepare for the upcoming proxy season now. The revolutionary change in how proxy statements can or must be delivered to shareholders next year means that companies need to develop a plan of action when it comes to the proxy process as soon as possible. Those companies that wait too long may end up missing out on potentially big savings or find out they are too late to comply with the new e-proxy rules.

Under the new SEC rules, companies will have the option to disseminate materials through a “notice only” option by sending shareholders a notice of an Internet posting of these materials and furnishing proxy materials in paper form only upon request. In the alternative, companies may use a “full set delivery” option, which involves delivery of traditional materials in paper form, together with information about the Internet availability of those materials. As a result, companies that wish to continue to distribute paper proxy materials will need to make only minor modifications to their existing practices, whereas companies wishing to avail themselves of the notice only system must act quickly to get the new procedures in place.

Companies that are “large accelerated filers” must comply with the final rules with respect to proxy solicitations commencing on or after January 1, 2008. Public companies that are not large accelerated filers, registered investment companies and persons soliciting in opposition to a company’s board of directors must comply with the final rules with respect to proxy solicitations commencing on or after January 1, 2009 and may voluntarily comply for the 2008 proxy season.

To learn more about Ivan M. Diamond and his practice, please visit his profile.

To learn more about June N. King and her practice, please visit her profile.

To learn more about Christopher W.D. Jones and his practice, please visit his profile.

  • Partner

    Chris is Co-Chair of the Business Services Department and Chair of the Private Equity/Mergers & Acquisitions Practice Group. He practices in the areas of mergers and acquisitions, health care, securities, private equity ...

  • In Memoriam

    1940 - 2013 In Memoriam

    Ivan died at home on June 17, with Penny, his wife of 50 years, at his side, listening to his favorite jazz music. During a five-year battle with cancer, Ivan and Penny completed a lengthy bucket list of trips ...

  • Partner

    June is a member of the Business Services Department. Her practice focuses on U.S. and state securities laws compliance, Sarbanes-Oxley Act and corporate governance issues, and financial institution regulatory matters. She ...



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