SEC updates unbundling guidance for M&A votes

Description

Abstract: Late last year, the SEC modified its guidance on the proxy “unbundling” rule. The unbundling rule — found in SEC Rule 14a-4(a)(3) — requires that proxy statements “identify clearly and impartially each separate matter intended to be acted upon.” This article notes examples of material amendments that would require a separate vote, explains how existing guidance is expanded to require a separate vote by the target’s shareholders as well, and discusses the impact of these changes.