Proxy Statements for Public Company Mergers

Summary

This practice note discusses the requirements for a proxy statement soliciting the approval of the target's shareholders in an all-cash merger transaction. A public company that requires shareholder approval for a merger and acquisition (M&A) transaction must first file a proxy statement with the Securities and Exchange Commission (SEC). A proxy statement contains information regarding the transaction and the voting and proxy process, including (1) information regarding the voting process itself (the rights of the shareholders to vote, whether the proxy is revocable, the time and place of the meeting (if any) where the vote will occur) and (2) information regarding the persons requesting the proxy (identifying such persons and disclosing any interest in the transaction).