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PREMIUM LEGAL RESOURCES LEGAL FORMS ASK A LAWYER

Individuals occasionally ask the Securities and Exchange Commission to provide lists of names of shareholders of certain companies. Of course the SEC does not have these lists. Only the company itself has this information. Federal securities statutes and SEC rules provide that companies must provide access to such lists in only two limited circumstances.

One SEC rule (Rule 14a-7) says that if a company solicits proxies for the votes of its shareholders at a meeting, any shareholder eligible to vote and contesting the proposal can ask the company to provide a shareholder list so that the shareholder may contact other shareholders. If a company is unwilling to provide the list, it may instead offer to mail the shareholder's materials to other shareholders at his expense. The requesting shareholder must prove to the company that he does own shares and provide an affidavit or similar document describing what he is proposing in the solicitation or mailing. The requesting shareholder must also attest that the list will only be used with respect to the meeting for which the company is soliciting proxies.

The company must notify the shareholder, within five business days of receiving the request, whether it will provide a shareholder list or mail the shareholder's materials. If the company decides to mail the shareholder's materials, it must also disclose how many shareholders will be solicited and what the solicitation will cost.

The shareholder can also request that the company provide the shareholder list or mail his materials if the solicitation relates to a "going private" transaction or a "roll-up" of a limited partnership.

The second rule (Rule 14d-5) relates to people making tender offer bids for securities. The target company must notify a bidder no later than the second business day after the bidder's request as to whether it will forward the bidder's tender offer materials to stockholders or provide a list of investors who hold the relevant stock. If the company decides to mail the tender offer materials, it has to start sending them out within three business days of getting the materials. On the other hand, if the company intends to hand over a stockholder list, it has three business days after receiving the bidder's request. Usually, companies opt to send out the bidder's materials rather than furnish a shareholder list.

These are the only instances in which federal securities laws allow access to shareholder lists. However, a corporation's charter and by-laws, or the laws of the state where it is incorporated or does business, may provide for access to shareholder lists in other circumstances, usually when an investor shows a legitimate corporate purpose.

Investors with questions about access to shareholder lists and relevant federal securities laws should contact the Office of Consumer Affairs, Securities and Exchange Commission, Washington, D. C. 20549. Questions relating to shareholder lists also may be directed to the state regulatory authority that oversees state securities laws or corporate matters for the state where the company is incorporated.

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