Or. Admin. Code § 836-024-0051

Current through Register Vol. 63, No. 12, December 1, 2024

Section 836-024-0051 - Special Provisions Applicable to Election Contests; Definition

OAR 836-024-0051 to 836-024-0055 apply to a solicitation by any person or group for the purpose of opposing a solicitation by another person or group regarding the election or removal of directors at an annual or special meeting of security holders. As used in 836-024-0051 to 836-024-0055, unless the context requires otherwise:

(1) "Participant" and "participant in a solicitation" include:

(a) The issuer;

(b) A director of the issuer, and a nominee for whose election as a director proxies are solicited; and

(c) Any other person, acting alone or with one or more other persons, committees or groups, in organizing, directing, or financing the solicitation.

(2) "Participant" and "participant in a solicitation" do not include:

(a) 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;

(b) A person or organization retained or employed by a participant to solicit security holders, or a person who merely transmits proxy-soliciting material or performs ministerial or clerical duties;

(c) A person employed in the capacity of attorney or accountant, or advertising, public relations or financial adviser, and whose activities are limited to the performance of duties in the course of such employment;

(d) A 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

(e) An officer or director of, or a person regularly employed by, any other participant, if the officer, director, or employee is not otherwise a participant.

Or. Admin. Code § 836-024-0051

IC 68, f. & ef. 6-22-76; ID 16-2006, f. & cert. ef. 8-7-06

Stat. Auth.: ORS 731 & 732

Stats. Implemented: ORS 732.415(4)