Ala. Admin. Code r. 482-1-042-.14
Current through Register Vol. 43, No. 1, October 31, 2024
Section 482-1-042-.14 - Special Provisions Applicable To Election Contests(1) Solicitations to Which This Rule Applies. This rule applies to any solicitation subject to this chapter by any person or group for the purpose of opposing a solicitation subject to this chapter by any other person or group with respect to the election or removal of directors at any annual or special meeting of security holders.(2) Participant or Participant in a Solicitation.(a) For purposes of this rule the terms "participant" and "participant in a solicitation" include: (ii) any director of the issuer, and any nominee for whose election as a director proxies are solicited; (iii) any other person, acting alone or with one or more other persons, committees or groups, in organizing, directing or financing the solicitation.(b) For the purpose of this rule the term "participant" and "participant in a solicitation" do not include: (i) a bank, broker or dealer who, in the ordinary course of business, lends money or executes orders for the purchase or sale of securities and who is not otherwise a participant; (ii) any person or organization retained or employed by a participant to solicit security holders or any person who merely transmits proxy soliciting material or performs ministerial or clerical duties; (iii) any person employed in the capacity of attorney, accountant, or advertising, public relations or financial advisor, and whose activities are limited to the performance of his duties in the course of such employment; (iv) any person regularly employed as an officer or employee of the issuer or any of its subsidiaries or affiliates who is not otherwise a participant; or (v) any officer or director of, or any person regularly employed by any other participant, if such officer, director or employee is not otherwise a participant.(3) Filing of Information Required by Schedule B.(a) No solicitation subject to this rule shall be made by any person other than the issuer unless at least five business days prior thereto, or such shorter period as the Commissioner may authorize upon a showing of good cause therefor, there has been filed with the Commissioner, by or on behalf of each participant in such solicitation, a statement in duplicate containing the information specified by Schedule B and a copy of any material proposed to be distributed to security holders in furtherance of such solicitation.(b) Within five business days after a solicitation subject to this rule is made by the issuer, or such longer period as the Commissioner may authorize upon showing of good cause therefor, there shall be filed with the Commissioner, by or on behalf of each participant in such solicitation other than the issuer, a statement in duplicate containing the information specified by Schedule B.(c) If any solicitation on behalf of the issuer or any other person has been made, or if proxy material is ready for distribution, prior to a solicitation subject to this rule in opposition thereto, a statement in duplicate containing the information specified in Schedule B shall be filed with the Commissioner, by or on behalf of each participant in such prior solicitation, other than the issuer, as soon as reasonably practicable after the commencement of the solicitation in opposition thereto.(d) If, subsequent to the filing of the statements required by Rule 482-1-042-.14(1), (2) and (3) additional persons become participants in a solicitation subject to this rule, there shall be filed with the Commissioner, by or on behalf of each such person, a statement in duplicate containing the information specified by Schedule B, within three business days after such person becomes a participant, or such longer period as the Commissioner may authorize upon a showing of good cause therefor.(e) If any material change occurs in the facts reported in any statement filed by or on behalf of any participant, an appropriate amendment to such statement shall be filed promptly with the Commissioner.(f) Each statement and amendment thereto filed pursuant to this rule shall be part of the public files of the Commissioner.(4) Solicitations Prior to Furnishing Required Written Proxy Statement. Notwithstanding the provisions of Rule 482-1-042-.06(1), a solicitation subject to this rule may be made prior to furnishing security holders a written proxy statement containing the information specified in Schedule A with respect to such solicitation, provided that: (a) The statements required by Rule 482-1-042-.14(3) are filed by or on behalf of each participant in such solicitation.(b) No form of proxy is furnished to security holders prior to the time the written proxy statement required by Rule 482-1-042-.06(1) is furnished to such persons: provided, however, that this Rule 482-1-042-.14(2) shall not apply where a proxy statement then meeting the requirements of Schedule A has been furnished to security holders.(c) At least the information specified in Rule 482-1-.04 -.14(3)(b) and (c) of the statements required by Rule 482-1-042-.14(3) to be filed by each participant, or an appropriate summary thereof, are included in each communication sent or given to security holders in connection with the solicitation.(d) A written proxy statement containing the information specified in Schedule A with respect to a solicitation is sent or given security holders at the earliest practicable date.(5) Solicitations Prior to Furnishing Required Written Proxy Statement -- Filing Requirements. Two copies of any soliciting materials proposed to be sent or given to security holders prior to the furnishing of the written proxy statement required by Rule 482-042-.06(1) shall be filed with the Commissioner in preliminary form at least five business days prior to the date definitive copies of such material are first sent or given to such persons, or such shorter period as the Commissioner may authorize upon a showing of good cause therefor.(6) Notwithstanding the provisions of Rule 482-1-042-.06(2), two copies of any portion of the annual report referred to in Rule 482-1-042-.06(2) which comments upon or refers to any solicitation subject to this rule, or to any participant in any such solicitation, other than the solicitation by the management, shall be filed with the Commissioner as proxy material subject to this chapter. Such portion of the report shall be filed with the Commissioner, in preliminary form, at least five business days prior to the date copies of the report are first sent or given to security holders. Author: Commissioner of Insurance
Ala. Admin. Code r. 482-1-042-.14
New Rule: October 5, 1969; effective October 15, 1969. Revised: February 12, 1981; effective June 1, 1981. Filed for codification in the Alabama Administrative Code by the Department of Insurance on July 5, 2005, pursuant to the Code of Ala. 1975, § 27-7-43.Statutory Authority:Code of Ala. 1975, §§ 27-2-7, 27-2-17, 27-29-8.