Or. Admin. Code § 836-024-0008

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

Section 836-024-0008 - Solicitations to which OAR 836-024-0003 to 836-024-0055 Apply

OAR 836-024-0041 applies to every solicitation that is subject to 836-024-0004. 836-024-0006 to 836-024-0039 and 836-024-0046 apply to every solicitation that is subject to 836-024-0004 except the following:

(1) A solicitation not made on behalf of the issuer, when the total number of persons solicited is not more than ten.

(2) A solicitation by a person regarding securities carried in the name of the person or in the name of the person's nominee other than as voting trustee, or held in the person's custody, if the person does all of the following:

(a) Receives no commission or remuneration for the solicitation, directly or indirectly, other than reimbursement of reasonable expenses.

(b) Furnishes promptly to the solicited person a copy of all soliciting material relating to the same subject matter or meeting that is received from all persons. The persons who furnish the soliciting material shall furnish copies of that soliciting material for distribution to the solicited persons and shall, upon request, pay the reasonable expenses incurred in forwarding the material.

(c) Does no more than:

(A) Impartially instruct the solicited person to forward a proxy to the person, if any, to whom the solicited person desires to give a proxy; or

(B) Impartially request instructions from the solicited person regarding the authority to be conferred by the proxy and state that a proxy will be given if no instructions are received by a certain date.

(3) A solicitation by a person relating to securities of which the person is the beneficial owner.

(4) A solicitation through a newspaper advertisement that informs security holders of a source from which they may obtain copies of a proxy statement, form of proxy and any other soliciting material, and does no more than:

(a) Name the issuer;

(b) State the reason for the advertisement; and

(c) Identify the proposal or proposals to be acted upon by security holders.

(5) Any solicitation that the Director finds for good cause should be exempted from all or part of OAR 836-024-0003 to 836-024-0055.

Or. Admin. Code § 836-024-0008

ID 16-2006, f. & cert. ef. 8-7-06

Stat. Auth.: ORS 731.244, 732.415

Stats. Implemented: ORS 732.415(4)