(A)
Purpose
The purpose of this rule is to identify
specific rules that apply to solicitations subject to Chapter 3901-2 of the
Administrative Code.
(B)
Authority
This rule is promulgated pursuant to
the authority vested in the superintendent under sections
3901.041 and
3901.31 of the Revised
Code.
(C)
Rule
3901-2-10 of the Administrative
Code applies to every solicitation that is subject to this chapter. Rules
3901-2-02 to
3901-2-09 and
3901-2-11 of the Administrative
Code apply to every solicitation that is subject to this chapter except the
following:
(1)
Any solicitation made otherwise than on behalf of the
issuer where the total number of persons solicited is not more than
ten.
(2)
Any solicitation by a person respecting securities
carried in the person's name, in the name of the person's nominee (otherwise
than as voting trustee), or held in the person's custody, if such person:
(a)
Receives no
commission or remuneration for such solicitation, directly or indirectly, other
than reimbursement of reasonable expenses;
(b)
Furnishes
promptly to the person solicited a copy of all soliciting material with respect
to the same subject matter or meeting received from all persons who shall
furnish copies thereof for such purpose and, if requested, defray the
reasonable expenses to be incurred in forwarding such material;
and
(c)
In addition, does no more than impartially instruct the
person solicited to forward a proxy to the person, if any, to whom the person
solicited desires to give a proxy, or impartially request from the person
solicited instructions as to the authority to be conferred by the proxy and
state that a proxy will be given if no instructions are received by a certain
date.
(3)
Any solicitation by a person respecting securities of
which the person is the beneficial owner.
(4)
Any solicitation
through the medium of a newspaper advertisement that informs security holders
of a source from which they may obtain copies of a proxy statement, form of
proxy, and any other soliciting material and does no more than:
(a)
Name the
issuer;
(b)
State the reason for the advertisement;
and
(c)
Identify the proposal or proposals to be acted upon by
security holders.
(5)
Any solicitation
that the superintendent of insurance finds for good cause should be exempted
from this chapter or any part thereof.
(D)
Severability
If any portion of this rule or the
application thereof to any person or circumstance is held invalid, the
invalidity does not affect other provisions or applications of the rule or
related rules which can be given effect without the invalid portion or
application, and to this end the provisions of this rule are
severable.
Replaces: 3901-2-03
Notes
Ohio Admin. Code
3901-2-03
Effective:
11/14/2024
Five Year Review (FYR) Dates:
08/30/2029
Promulgated
Under: 119.03
Statutory
Authority: 3901.041
Rule
Amplifies: 3901.31
Prior
Effective Dates: 01/01/1966, 06/12/1987
