In any proxy contest, whether you are the activist shareholder
or the targeted registrant, you want to be able to solicit proxy
cards from shareholders at the earliest possible time. Accordingly,
expediting the clearance of your proxy materials by the Securities
and Exchange Commission (SEC) should always be a top strategic
imperative for both the activist shareholder and the targeted
registrant. Neither side wants to be "stuck at the SEC"
debating comments with one of its staff attorneys or special
counsel while the other party has begun to mail to shareholders
definitive proxy materials, including a definitive proxy card.
Unlike with annual meeting proxy materials, in the case of a
contested proxy solicitation, both sides can be very confident that
the SEC will review and comment on their proxy solicitation
materials. In a proxy contest, there are two types of filings that
attract the SEC's attention and review and, typically result in
the generation of an SEC
