On October 27, 2015, the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) issued two new Compliance and Disclosure Interpretations (“CDIs”) regarding the “unbundling” of certain proposals under Rule 14a-4(a)(3) of the Exchange Act in the context of mergers, acquisitions, and similar transactions. Federal proxy rules generally prohibit the grouping of separate matters into a single proposal submitted for shareholder approval. The rules provide that companies must separately submit — or “unbundle” — proposals to allow shareholders to vote on each matter. In connection with business combination transactions, acquiring companies have at times attempted to bundle several amendments to their organizational documents with the business combination when seeking shareholder approval of the transaction. The new CDIs clarify the Staff’s position with respect to this circumstance, requiring separate votes for the transaction and for any material amendment to the acquiror’s organizational documents. The new CDIs are available here.
Robyn Zolman
Partner, Denver
+1 303.298.5740
Robyn E. Zolman is partner in charge of the Denver office of Gibson Dunn, where she practices in the firm’s Capital Markets and Securities Regulation and Corporate Governance Practice Groups. Robyn represents clients in connection with a broad range of capital markets transactions. She advises clients with respect to SEC registered and Rule 144A offerings of investment grade, high-yield and convertible notes, as well as initial public offerings, follow-on equity offerings, at-the-market equity offering programs, PIPE offerings and issuances of preferred securities. In addition, she has extensive experience with tender offers, exchange offers, consent solicitations and corporate restructurings. Robyn also regularly advises clients regarding securities regulation and disclosure issues and corporate governance matters, including Securities and Exchange Commission reporting requirements, stock exchange listing standards, director independence, counseling boards of directors, and insider trading compliance. She provides disclosure counsel to clients in a number of industries, including energy, life sciences, home building, consumer products and telecommunications.