Recently, Corp Fin issued a slew of new and revised CDIs and New Question 133.02 states that Corp Fin recognizes that the “broker search” may be completed in less than 20 business days prior to record date. In other words, Corp Fin won’t object if a registrant conducts its “broker search” less than 20 business days before the record date, provided that the registrant reasonably believes that its proxy materials will be timely disseminated to beneficial owners. There are no added interpretive requirements or conditions – registrants just need to otherwise comply with Rule 14a-13 – and this guidance applies equally to the similar “broker search” requirement of Rule 14c-7(a)(3) with respect to information statements.
We understand the SEC staff has finished communicating with the NYSE staff – given NYSE Rule 402.05, which acknowledges Rule 14a-13’s 20-business day rule – and that the NYSE will indeed recognize this new guidance from Corp Fin…
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