§ 240.14a-15. Differential and contingent compensation in connection with roll-up transactions.
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/us/cfr/t17/s§ 240.14a-15·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
(a)It shall be unlawful for any person to receive compensation for soliciting proxies, consents, or authorizations directly from security holders in connection with a roll-up transaction as provided in paragraph
(b)of this section, if the compensation is:
(1)Based on whether the solicited proxy, consent, or authorization either approves or disapproves the proposed roll-up transaction; or
(2)Contingent on the approval, disapproval, or completion of the roll-up transaction.
(b)This section is applicable to a roll-up transaction as defined in Item 901(c) of Regulation S-K (§ 229.901(c) of this chapter), except for a transaction involving only:
(1)Finite-life entities that are not limited partnerships;
(2)Partnerships whose investors will receive new securities or securities in another entity that are not reported under a transaction reporting plan declared effective before December 17, 1993 by the Commission under section 11A of the Act (15 U.S.C. 78k-1); or
(3)Partnerships whose investors' securities are reported under a transaction reporting plan declared effective before December 17, 1993 by the Commission under section 11A of the Act (15 U.S.C. 78k-1). \[59 FR 63684, Dec. 8, 1994\]
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§ 240.14a-15
Differential and contingent compensation in connection with roll-up transactions.
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