Check proxy materials against Rule 14a-3 before a meeting solicitation
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- List whether the file contains a preliminary or definitive proxy statement, whether each person to be solicited is shown as having been furnished with it, and which of the annual-report items named in the opened paragraphs of Rule 14a-3(b) are present. Do not write the notice of meeting, and do not invent Schedule 14A items.
- What the lawyer must review
- You write the notice and the proxy statement. Rule 14a-3(a) (17 CFR § 240.14a-3) provides that no solicitation subject to the regulation shall be made unless each person solicited is concurrently furnished, or has previously been furnished, with a publicly filed preliminary or definitive proxy statement, in the form and manner described in Rule 14a-16, containing the information specified in Schedule 14A, or a preliminary or definitive written proxy statement included in a registration statement on Form S-4, F-4, or N-14 containing the information specified in that form. Paragraph (a)(3) states a further case. The conditions after the word if in that paragraph were not fully opened. Do not rely on (a)(3) until they are read. Schedule 14A itself was not opened. Do not add items from memory. If the solicitation is made for the registrant, other than a registered investment company, and relates to an annual meeting, or a special meeting in lieu of the annual meeting, or a written consent in lieu of that meeting, at which directors are to be elected, the proxy statement shall be accompanied or preceded by an annual report. The report shall include consolidated audited balance sheets as of the end of the two most recent fiscal years and audited statements of income and cash flows for each of the three most recent fiscal years, prepared in accordance with Regulation S-X, except that Article 3, other than §§ 210.3-03(e), 210.3-04, and 210.3-20, and Article 11 shall not apply. The opened paragraphs also call for the supplementary financial information in Item 302, the accountant-disagreement information in Item 304, the segment information in Item 101(b), (c)(1)(i), and (d), the market and dividend information in Items 201(a), (b), and (c), and an undertaking in bold face or otherwise reasonably prominent type to provide the Form 10-K without charge on written request. Paragraphs (b)(5), (b)(6), and (b)(8) were not used. Paragraph (b)(13) allows a solicitation before the financial statements are available only in the opposition situation it describes, with an undertaking to furnish the report at least 20 calendar days before the meeting, or before the earliest date a written consent may be used. Rule 10b-5 still prohibits an untrue statement of a material fact, or a misleading omission, in connection with the purchase or sale of a security.
- Written for / version
- United States versionUS
Who does what
| Role | What they do |
|---|---|
| Assistance | Potential support includes assembling provisional schedules. Confirm the tool’s capability and permitted scope. |
| Lawyer | Set the scope, supervise the work closely, verify every part relied on, resolve omissions and exceptions, and approve the exact output. |
Checklist
- Open each relied-on authority independently. Confirm its existence, current status, proposition and any quotation or pinpoint reference.
- Trace every relied-on figure to its source, confirm dates and assumptions, and independently recalculate totals or derived amounts.
- Check the current court or regulator requirements, prescribed form and attachments for the intended document and filing.
- Review operative clauses in the complete document, including definitions, cross-references, schedules and inconsistencies with the instructions.
- Obtain and inspect the relevant current official register or search result. Confirm identities, interests and the date and scope of the search.
- Review the original source set for relevant material absent from the output, including contrary evidence, qualifications and remaining gaps.
- Verify the applicable jurisdiction and the version of each relevant law, rule or instrument in force at the material time.
- Confirm the output against the client’s instructions and the complete relevant source material, including omissions or contradictions.
- Resolve exceptions and record the responsible lawyer’s approval of the exact output and intended use.