A solicitation that conditions the market for an offering of securities is generally viewed as a general solicitation that is marketing the securities. Examples include: Newspaper and magazine advertisements. Unrestricted public websites. Television and radio broadcasts.
Generally, a shareholder may not be involuntarily removed unless there is an agreement, such as a shareholders agreement, that sets out a process for doing so.
Consent solicitations offer issuers the flexibility to make necessary changes to existing agreements or terms outside of formal shareholder or bondholder meetings.
Except as otherwise specified in Section 1.03 or required by law, written notice of the time and place of every meeting of shareholders, and in the case of a special meeting the purpose or purposes of the meeting, shall be given at least 10 days and not more than 60 days previous thereto, to each shareholder of record ...
Consent solicitation is a formal process undertaken by an issuer to seek approval or consent from its stakeholders for proposed amendments or changes to existing agreements or terms.
A Stockholder Consent is the authorization of stockholders to carry out a specific corporate action. For example, a Stockholder Consent is used to elect or remove a member of the Board of Directors, approve a merger, and implement a Stock Incentive Plan (SIP).
A Shareholders' Consent to Action Without Meeting, or a consent resolution, is a written statement that describes and validates a course of action taken by the shareholders of a particular corporation without a meeting having to take place between directors and/or shareholders.
While not every communication with a shareholder qualifies as a “solicitation”, the Securities and Exchange Commission does define the term broadly to include any communication—whether in the form of a widely distributed announcement or a private email message—that is reasonably calculated to result in the procurement, ...