United States: SEC Guidance On Unbundling In M&A Context: When Merger Parties Must Include Unbundled Vote On Amendment To Acquiror's Organizational Documents

On October 27, 2015, the SEC issued new Compliance and Disclosure Interpretations (the 2015 C&DIs) regarding unbundling of votes in the M&A context. The 2015 C&DIs address the circumstances under which either a target or an acquiror in an M&A transaction must present unbundled shareholder proposals in its proxy statement relating to provisions in the organizational documents of the public company that results from the deal. The 2015 C&DIs replace SEC guidance given in the September 2004 Interim Supplement to Publicly Available Telephone Interpretations (the 2004 Guidance).

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