November 2, 2015

Corp Fin Issues 2 New “Unbundling” CDIs

Here’s the intro from this blog by Cooley’s Cydney Posner:

The SEC has posted new CDIs addressing the issue of “unbundling” of proxy proposals under Rule 14a-4(a)(3), which requires that the form of proxy “identify clearly and impartially each separate matter intended to be acted upon.” The focus of the new CDIs is unbundling of proposals in connection with M&A transactions. These CDIs will replace the 2004 set of CDIs on this topic.

The new CDIs discuss when, in an M&A transaction in which the target’s shareholders receive equity of the acquiror and the agreement requires the acquiror to amend its organizational documents in a material respect, the target and/or the acquiror must present that amendment as a separate proposal on the proxy card, even though the amendment is embedded in the agreement. The CDIs also discuss the application of these principles to circumstances where the parties form a new entity to act as an acquisition vehicle that will issue equity securities in the transaction.