E-Proxy Update

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As of January 1, 2009, all companies subject to the proxy rules under the Securities Exchange Act of 1934 must comply with the E-proxy rules in connection with the solicitation and mailing of proxy statements. Under the E-proxy rules, issuers are provided with two primary options for conducting their proxy solicitations: the (i) "notice only" option and the (ii) "full set delivery" option. Issuers may also choose a hybrid of these options, because they are not mutually exclusive.

In all cases, however, issuers and other soliciting persons must (i) post their proxy materials (including the proxy statement, proxy card, the "glossy" annual report, and any other soliciting materials) on an Internet web site, which may not be the SEC’s IDEA site, and (ii) provide shareholders with written notice of the availability of the materials on the Internet (the "Notice").

We discuss below these two options and certain considerations for issuers that may be in the process of selecting the optimal method of soliciting a proxy from their shareholders.

Please see full newsletter for more information.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© Manatt, Phelps & Phillips, LLP | Attorney Advertising

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