The Secure Times

An online forum of the ABA Section of Antitrust Law's Privacy and Information Security Committee

Do the SEC’s new rules about making proxy materials available online require my company to alter its website privacy practices and policies?

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Potentially, Yes. The SEC’s new rules require that websites through which proxy materials are made available must be maintained in a manner that does not infringe on the anonymity of a person accessing the website.*

First, this means that the website cannot require a person to enter his personal information in order to access the proxy materials. Additionally, although the plain language of this rule alone could be read to allow the use of certain technologies that collect only non-personally identifying information, the SEC’s releases accompanying the new rules also restrict the use of cookies and other tracking features on websites on which proxy materials are posted. The rules also impose restrictions on the use and disclosure of e-mail addresses provided by a person for the purposes of delivering a copy of the proxy materials.**

So, what is the takeaway? Before your company makes proxy materials available through its website, a careful review of the new rules and the SEC’s accompanying releases should be conducted. The underlying technologies (such as cookies) used on the website may need to be revisited, and the privacy policy posted on the website may need to be revised accordingly.

* 17 CFR 240.14a-16(k)(1).
** 17 CFR 240.14a-16(k)(2).


Author: ABA Antitrust

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