Universal Proxy Rules May Have Broad Application
Lest you think that the universal proxy rules only apply to companies involved in a proxy contest, think again.
On August 25, 2022, the SEC issued three Compliance and Disclosure Interpretations, or CDIs, relating to the universal proxy rules, including one CDI that needs to be considered by companies as they prepare proxy statements for “routine” meetings. Specifically, CDI 139.03 addresses the situation that occurs when a company’s existing advance notice by-law provisions impose a deadline that is earlier than the deadline mandated by the universal proxy rules. When this happens – which may be the case at many companies – the proxy statement must clearly state that a proxy contestant will need to comply with the requirements under the universal proxy rules in addition to the requirements of the advance notice by-law provisions. Beyond this disclosure, companies may want to consider amending the advance notice provisions to more specifically address the requirements of the universal proxy rules.
Inflation Impacts SEC Filing Fees
On August 26, 2022, the SEC announced that the fees companies pay to register their securities will increase from $92.70 per million dollars to $110.20 per million dollars, effective October 1. While an increase of nearly 19% seems high, it does not really amount to much. For example, the filing fee for a $100 million offering will increase by $1,750, which seems relatively reasonable.
Please direct any questions or observations to Gunster securities law and corporate governance practice leader Bob Lamm.
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This publication is for general information only. It is not legal advice, and legal counsel should be contacted before any action is taken that might be influenced by this publication.
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