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To: Novice Bob who wrote (5680)6/12/1998 11:23:00 PM
From: K A Anderson  Respond to of 6654
 
Heres you some legal ammo.... its about as much fun to read as watching paint dry but its the complete laws regarding shareholders rights, proxies, mergers blah blah blah

law.uc.edu

Here is SEC LAW

Section 14 Artical 8 Paragraph E

It shall be unlawful for any person to make any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading, or to engage in any fraudulent, deceptive, or manipulative acts or practices, in connection with any tender offer or request or invitation for tenders, or any solicitation of security holders in opposition to or in favor of any such offer, request, or invitation. The Commission shall, for the purposes of this subsection, by rules and regulations define, and prescribe means reasonably designed to prevent, such acts and practices as are fraudulent, deceptive, or manipulative.
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More Proxy stuff

At the time of filing such preliminary proxy solicitation material as the Commission may require by rule pursuant to subsection (a) of this section that concerns an acquisition, merger, consolidation, or proposed sale or other disposition of substantially all the assets of a company, the person making such filing, other than a company registered under the Investment Company Act of 1940, shall pay to the Commission the following fees:

for preliminary proxy solicitation material involving an acquisition, merger, or consolidation, if there is a proposed payment of cash or transfer of securities or property to shareholders, a fee of 1/50 of 1 per centum of such proposed payment, or of the value of such securities or other property proposed to be transferred; and

for preliminary proxy solicitation material involving a proposed sale or other disposition of substantially all of the assets of a company, a fee of 1/50 of 1 per centum of the cash or of the value of any securities or other property proposed to be received upon such sale or disposition.