Proxy and Information Statements

Capital Markets Law Group assists companies with meetings, written consents, proxy statements, information statements, shareholder proposals, and voting matters.

What Matters May Require Shareholder Approval?

Depending on corporate law, governing documents, and exchange rules, approval may be needed for:

• Election of directors
• Auditor ratification
• Equity plans
• Charter amendments
• Mergers
• Sales of substantially all assets
• Stock splits
• Authorized-share changes
• Certain securities issuances
• Say-on-pay matters
• Other fundamental transactions

What Is Schedule 14A?

Schedule 14A is the itemized schedule that sets out what a proxy statement must disclose. A proxy statement may address:

• Meeting information
• Matters presented for approval
• Board recommendations
• Director nominees
• Executive compensation
• Beneficial ownership
• Related-party transactions
• Governance
• Auditor matters
• Voting procedures

The content requirements change with the matters presented, so the schedule items that apply to an annual meeting differ from those that apply to a merger vote, and the disclosure should be mapped to each solicitation rather than recycled.

What Is Schedule 14C?

Schedule 14C provides information when an action has been approved without soliciting proxies, often through written consent by shareholders holding sufficient voting power.

The information statement must be sent or given at least 20 calendar days before the earliest date on which the corporate action may be taken, so the approval and the effective date are separated by a notice period that should be planned deliberately. Certain transactions, such as roll-up transactions and de-SPAC transactions governed by Rule 14c-2, have their own timing rules.

When Should Counsel Become Involved?

Before the board approves the meeting date or the consent process. Record dates, notice periods, preliminary filings, and mailing timelines all move together, and a late decision forces choices between delay and disclosure quality. Early counsel review covers:

• Determining which approvals the transaction requires before the board acts
• Setting record and meeting dates that fit the notice periods
• Deciding the proxy statement's content against the matters presented
• Preparing preliminary and definitive filings where required
• Planning the written-consent sequence and its waiting periods

What Documents Are Required?

Common documents include:

• Proxy statement or information statement
• Board resolutions and consents
• Record-date and meeting-date documentation
• Preliminary and definitive filings, where required
• Proxy cards, notices, and solicitation materials
• Soliciting-participant disclosures, where applicable
• Annual report materials incorporated or delivered
• State and exchange filings connected to the action

What Commonly Causes Problems?

Recurring issues in proxy and information statement matters include:

• Consents taken before the 20-calendar-day information-statement period expired
• Preliminary filings skipped where the rules required them
• Meeting dates set without accounting for mailing timelines
• Disclosure written for the wrong set of schedule items
• Shareholder proposals processed under the wrong deadline
• State-law notice requirements layered on top of federal requirements
• Actions taken by consent where the governing documents required a meeting

What Alternatives Are Available?

The main structural choice is between a meeting soliciting proxies under Schedule 14A and an action by written consent disclosed under Schedule 14C. Corporate law and the governing documents determine whether written consent is available, and exchange rules can affect specific approvals. Where a meeting is required, the company can still use electronic delivery and remote participation to shorten the timeline.

How Does Capital Markets Law Group Help?

Our services may include:

1. Determining required approvals
2. Establishing record and meeting dates
3. Preparing board resolutions
4. Preparing preliminary and definitive filings
5. Drafting meeting and voting disclosure
6. Coordinating mailing and notice requirements
7. Addressing shareholder proposals
8. Preparing meeting scripts and minutes
9. Coordinating related state and exchange filings

Frequently Asked Questions

Can Majority Shareholders Approve an Action by Written Consent?

Possibly, if permitted by corporate law and the governing documents. Federal information-statement requirements may still apply.

Is Schedule 14C a Substitute for Shareholder Approval?

No. It discloses an action already authorized through a valid process.

Does Every Proxy Statement Require Preliminary Filing?

No. The requirement depends on the matters presented and applicable exceptions.

Can the Company Implement an Action Immediately After Consent?

Not always. Federal waiting periods, state filings, FINRA processing, or exchange approval may still be required.

How Long Before a Consent Can the Action Be Taken?

The information statement must go out at least 20 calendar days before the earliest date on which the corporate action may be taken. Planning the consent sequence around that period is one of the main timing decisions, and it should be built into the transaction calendar before the board signs the consents.

When Does a Proxy Statement Have to Be Filed Before the Meeting?

The rules require the proxy statement to be distributed within specified periods before the meeting, with different requirements for certain matters. The company should plan the mailing calendar with counsel rather than assume a single number applies everywhere.

Who Pays for Proxy Solicitation?

Ordinarily the company, when it solicits for its own matters. Dissident or activist solicitation raises separate questions about who bears the cost, and the arrangement should be reviewed before the solicitation begins.

Can Electronic Delivery Satisfy the Mailing Requirement?

Often yes, subject to the rules on notice and consent for electronic delivery. The company should confirm that shareholders have consented to electronic delivery before relying on it for required materials.