Every shareholder activism defense situation involving a company with shares registered under Section 12 of the Securities Exchange Act of 1934 is governed by the U.S. federal securities laws, rules and interpretative guidance.
The application of the federal securities laws and rules to shareholder activism defense situations often involves provisions of the federal securities laws that are less relevant to non-contested situations. Even with respect to those provisions of the federal securities laws that are applicable to non-contested situations, their application to contested situations can be extremely nuanced and may not be abundantly clear to in-house and outside counsel as well as others not used to applying the federal securities laws to proxy contests and other contested matters.
Please join Morgan Lewis corporate partner and shareholder activism defense practice leader Keith E. Gottfried and senior associate Sean M. Donahue for the webinar “Shareholder Activism Defense: What You Need to Know About the Securities Laws, Rules, and Practice.” During this 90 minute webinar, we will provide an overview of the federal securities laws and rules applicable to shareholder activism defense situations and the SEC disclosure issues specific to proxy statements, proxy cards, fight letters, press releases, investor presentations, website and social media postings, and other materials that are prepared in connection with proxy contests and other contested solicitations. Key topics to be covered will include the following:
- Investor / activist filings on Form 13F, Schedule 13G and Schedule 13D
- The SEC’s EDGAR filing tags unique to filings in connection with contested solicitations
- Shareholder communications prior to filing a definitive proxy statement, required legends and determining when a filing with the SEC is required pursuant to Rule 14a-12
- Overlap between filings made pursuant to Rule 14a-12 and Form 8-K
- Including risk factors and other disclosures referencing a contested solicitation in the Form 10-Q and Form 10-K
- When is a preliminary proxy statement required to be filed under Rule 14a-6
- Importance of a well-thought out timetable for SEC clearance of the proxy statement
- Proxy statement disclosures specific to contested solicitations (legends, background of the solicitation, discussion of opposing solicitation, voting mechanics, participant disclosures, etc.)
- Pros and cons of using the company’s proxy statement for messaging
- Best practices for preparing the proxy statement’s background / chronology of the solicitation
- Proxy card issues specific to contested solicitations
- SEC review process for contested proxy statements
- Rule 14a-9’s prohibition against false and misleading statements
- Avoiding SEC comments on proxy statements, fight letters and other shareholder communications prepared in connection with a contested solicitation
- “Bedbug” / “poison pen” letters to the SEC on the activist investor’s proxy statement, fight letters and other shareholder communications
- Shareholder communications after filing a definitive proxy statement