Devoted to Corporate Attorneys, Corporate Lawyers, and Corporate Counsel

The following is not meant to be legal advice, and is provided for information only.

On January 9, 2007, Wilson Sonsini Goodrich & Rosati, PC gave a talk in Palo Alto, CA on tips to keep in mind when preparing the proxy statement.

There are certain items that trigger the filing of a preliminary proxy statement.  These events include reincorporations, increases in the authorizing of shares, amendments to charters or certificates of incorporation, and any solicitation other than election of directors, ratification of auditors, approval of equity incentive plans or amendments, Rule 14a-8 shareholder proposals.

When discussing items in a proxy statement, items should not be bundled.  They should be discussed separately and consider any anti-takeover effects and shareholder reactions.

There are some company changes that do not require proxy statements.  These include company name changes when the company is a Delaware company.  Under Delaware law, the name change can be done under a short form merger.