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Summary
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 Covers
anti-fraud rules and other prohibitions
applicable to the solicitation of proxies
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Rule 14a-9 False or
Misleading Statements
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14a-9(a) |
General
rule for proxy solicitation
- No solicitation subject to this regulation shall be made by means of
any proxy statement, form of proxy, notice of meeting or other communication,
written or oral, containing any statement which, at the time and in the light of
the circumstances under which it is made, is false or misleading with respect to
any material fact, or which omits to state any material fact necessary in order
to make the statements therein not false or misleading or necessary to correct
any statement in any earlier communication with respect to the solicitation of a
proxy for the same meeting or subject matter which has become false or
misleading.
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14a-9(b) |
No inference from SEC review
- The fact that a proxy statement, form of proxy or other soliciting
material has been filed with or examined by the Commission shall not be deemed a
finding by the Commission that such material is accurate or complete or not
false or misleading, or that the Commission has passed upon the merits of or
approved any statement contained therein or any matter to be acted upon by
security holders. No representation contrary to the foregoing shall be made.
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Note |
Examples
of misleading statements
- The following are some examples of what, depending upon particular
facts and circumstances, may be misleading within the meaning of this section.
a. Predictions as to specific future market values.
b. Material which directly or indirectly impugns character, integrity or
personal reputation, or directly or indirectly makes charges concerning
improper, illegal or immoral conduct or associations, without factual
foundation.
c. Failure to so identify a proxy statement, form of proxy and other soliciting
material as to clearly distinguish it from the soliciting material of any other
person or persons soliciting for the same meeting or subject matter.
4. Claims made prior to a meeting regarding the results of a solicitation.
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Rule 14c-6 False or
Misleading Statements
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14c-6(a) |
General
rule for information statements
- No information statement shall contain any statement which, at the
time and in the light of the circumstances under which it is made, is false or
misleading with respect to any material fact, or which omits to state any
material fact necessary in order to make the statements therein not false or
misleading or necessary to correct any statement in any earlier communication
with respect to the same meeting or subject matter which has become false or
misleading.
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14c-6(b) |
No
inference from SEC review
- The fact that an information statement has been filed with or examined
by the Commission shall not be deemed a finding by the Commission that such
material is accurate or complete or not false or misleading, or that the
Commission has passed upon the merits of or approved any statement contained
therein or any matter to be acted upon by security holders. No representation
contrary to the foregoing shall be made.
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Rule 14a-9 False or Misleading Proxy Statements
 14a-9(a)
General rule for proxy solicitation
- No solicitation subject to this regulation [Regulation 14A] shall be made by means of any
proxy statement, form of proxy, notice of meeting or other communication,
written or oral, containing any statement which, at the time and in the light of
the circumstances under which it is made, is false or misleading with respect to
any material fact, or which omits to state any material fact necessary in order
to make the statements therein not false or misleading or necessary to correct
any statement in any earlier communication with respect to the solicitation of a
proxy for the same meeting or subject matter which has become false or
misleading.
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14a-9(b)
No inference from SEC review SEC_CODE_REF_0090001192884
- The fact that a proxy statement, form of proxy or other soliciting material
has been filed with or examined by the Commission shall not be deemed a finding
by the Commission that such material is accurate or complete or not false or
misleading, or that the Commission has passed upon the merits of or approved any
statement contained therein or any matter to be acted upon by security holders.
No representation contrary to the foregoing shall be made.
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Note
to 14a-9 Examples of misleading statements
- The following are some examples of what, depending upon particular facts and
circumstances, may be misleading within the meaning of this section.
(a) Predictions as to specific future market values.
(b) Material which directly or indirectly impugns character, integrity or
personal reputation, or directly or indirectly makes charges concerning
improper, illegal or immoral conduct or associations, without factual
foundation.
(c) Failure to so identify a proxy statement, form of proxy and other soliciting
material as to clearly distinguish it from the soliciting material of any other
person or persons soliciting for the same meeting or subject matter.
(d) Claims made prior to a meeting regarding the results of a solicitation.
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Regulatory
history
- 31 FR 212 1.07.66
- 41 FR 19933 5.14.76
- 44 FR 38815 7.02.79
- 44 FR 68456 11.29.79
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Rule 14c-6 False or Misleading Information Statements
14c-6(a)
General rule for information statements
- No information statement shall contain any statement which, at the time and
in the light of the circumstances under which it is made, is false or misleading
with respect to any material fact, or which omits to state any material fact
necessary in order to make the statements therein not false or misleading or
necessary to correct any statement in any earlier communication with respect to
the same meeting or subject matter which has become false or misleading.
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14a-9(b)
No inference from SEC review
- The fact that an information statement has been filed with or examined by
the Commission shall not be deemed a finding by the Commission that such
material is accurate or complete or not false or misleading, or that the
Commission has passed upon the merits of or approved any statement contained
therein or any matter to be acted upon by security holders. No representation
contrary to the foregoing shall be made.
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Releases |
Rule 14a-10 Re: Dating of proxies
14a-10
Prohibition of Certain Solicitations
- No person making a solicitation which is subject to Rule 14a-1 to Rule
14a-10 shall solicit:
(a) Any undated or postdated proxy; or
(b) Any proxy which provides that it shall be deemed to be dated as of any date
subsequent to the date on which it is signed by the security holder. |
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Releases |
Related Topics
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Key
Index Pages
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