3 AAC 08.315 - False or misleading statements
(a) A solicitation
may not be made by means of a proxy statement, proxy , notice of meeting, or
other communication that contains a material misrepresentation. A
misrepresentation is a statement that, at the time and under the circumstances
in which it is made (1) is false or misleading with respect to a material fact;
(2) omits a material fact necessary in order to make a statement made in the
solicitation not false or misleading; or (3) omits a material fact necessary to
correct a statement, in an earlier communication regarding the solicitation of
a proxy for the same meeting or subject matter, which has become false or
misleading. A misrepresentation is material if there is substantial likelihood
that a reasonable shareholder would consider it important in deciding how to
vote. A series of statements or omissions that are objectively false or
misleading, but which might not be material misrepresentations if considered
separately, might be material misrepresentations if there is a substantial
likelihood that a reasonable shareholder would consider the series important in
deciding how to vote. Subjective proof that one or more shareholders actually
granted a proxy because of a misrepresentation is not required. The following
are some examples of what, depending upon particular facts and circumstances,
might be misleading within the meaning of
3
AAC 08.305 -
3
AAC 08.365:
(1)
predictions as to specific future market values;
(2) material that directly or indirectly
impugns character, integrity, or personal reputation, or directly or indirectly
makes charges concerning improper, illegal, or immoral conduct or associations,
without factual foundation;
(3)
failure to identify a proxy statement, proxy , or other soliciting material so
as to distinguish it clearly from the soliciting material of any other person
soliciting for the same meeting or subject matter;
(4) claims made before a meeting regarding
the results of a solicitation ; and
(5) regarding the election of directors,
failure to disclose the existence of an agreement or understanding among two or
more nominees, proxyholders, or other participants with respect to voting of
proxies, and failure to disclose the material provisions of such an agreement
or understanding, in circumstances where such participants appear to solicit
proxies independently or where there is no apparent affiliation among such
participants.
(b) The
fact that a proxy statement, proxy , or other soliciting material has been filed
with or examined by the administrator under
AS
45.55.139 is not a finding by the
administrator that the material is accurate or complete or not false or
misleading, or that the administrator has passed upon the merits of or approved
any statement contained in the solicitation or any matter to be acted upon by
shareholders. No representation to the contrary may be made.
(c) The administrator may require a person
who has brought to his attention a solicitation which the person believes
contains materially false or misleading statements to explain the reasons for
his view in writing.
Notes
Authority:AS 45.55.138
AS 45.55.139
AS 45.55.160
AS 45.55.170
AS 45.55.240
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