On April 21, 2014, the Securities and Exchange Commission’s Division of Corporation Finance published new Compliance and Disclosure Interpretations (“C&DIs”) concerning the use of social media in certain securities offerings, business combinations and proxy contests. Notably, the C&DIs permit the use of an active hyperlink to satisfy the cautionary legend requirements in social media communications when the social media platform limits the text or number of characters that may be included (e.g., Twitter). The C&DIs also clarify that postings or messages re-transmitted by unrelated third parties generally will not be attributable to the issuer (so issuers will not be required to ensure that third parties comply with the guidance). In addition, requirements regarding cautionary legends contemplated by the C&DIs apply to both issuers and other soliciting parties in proxy fights or tender offers. Accordingly, although the new guidance will allow issuers to communicate with their shareholders and potential investors via social media, it also may prove useful to activists in proxy fights and tender offers.

Read the full client alert on the SEC’s new C&DIs.