South Dakota Administrative Code

Rule 20:06:03:07 Requirements as to proxy. 20:06:03:07. Requirements as to proxy. Proxies shall have the following requirements: (1) The form of proxy: (a) Shall indicate in bold face type whether or not the proxy is solicited on behalf of the management; (b) Shall provide a spec…

Rule 20:06:03:08 Material required to be filed. 20:06:03:08. Material required to be filed. The division shall require the following material to be filed: (1) Two preliminary copies of the proxy statement and form of proxy and any other soliciting material to be furnished to stoc…

Rule 20:06:03:09 False or misleading statements. 20:06:03:09. False or misleading statements. No solicitation subject to this regulation shall be made by means of any proxy statement, form of proxy, notice of meeting, or other communication, written or oral, containing any statem…

Rule 20:06:03:10 Prohibition of certain solicitations. 20:06:03:10. Prohibition of certain solicitations. No person making a solicitation which is subject to this regulation shall solicit any undated or postdated proxy or any proxy which provides that it shall be deemed to be dat…

Rule 20:06:03:11 Special provisions applicable to election contests. 20:06:03:11. Special provisions applicable to election contests. Sections 20:06:03:11 to 20:06:03:22, inclusive, shall apply to any solicitation subject to this chapter by any person or group for the purpose of …

Rule 20:06:03:12 Participant or participants in a solicitation. 20:06:03:12. Participant or participants in a solicitation. For purposes of §§ 20:06:03:11 to 20:06:03:22, inclusive, the terms "participant" and "participant in a solicitation" include: (1) The insurer; (2) Any dire…

Rule 20:06:03:13 Limitations on definitions. 20:06:03:13. Limitations on definitions. For the purposes of §§ 20:06:03:11 to 20:06:03:22, inclusive, the terms "participant" and "participant in a solicitation" do not include: (1) A bank, broker, or dealer who, in the ordinary cours…

Rule 20:06:03:14 Filing of information required. 20:06:03:14. Filing of information required. No solicitation subject to this section shall be made by any person other than the management of an insurer unless at least five business days prior thereto, or such shorter period as th…

Rule 20:06:03:15 Time for filing. 20:06:03:15. Time for filing. Within five business days after a solicitation subject to this section is made by the management of an insurer, or such longer period as the director of insurance may authorize upon a showing of good cause therefor, …

Rule 20:06:03:16 Opposition solicitation. 20:06:03:16. Opposition solicitation. If any solicitation on behalf of management or any other person has been made, or if proxy material is ready for distribution, prior to a solicitation subject to this section in opposition thereto, a …

Rule 20:06:03:17 Additional participants. 20:06:03:17. Additional participants. If, subsequent to the filing of the statements required by §§ 20:06:03:14 to 20:06:03:16, inclusive, additional persons become participants in a solicitation subject to this rule, there shall be filed…

Rule 20:06:03:18 Material changes. 20:06:03:18. Material changes. If any material change occurs in the facts reported in any statement filed by or on behalf of any participant, an appropriate amendment to such statement shall be filed promptly with the director of insurance. Sour…

Rule 20:06:03:19 Files are public. 20:06:03:19. Files are public. Each statement and amendment thereto filed pursuant to §§ 20:06:03:14 to 20:06:03:18, inclusive, shall be part of the public files of the director of insurance. Source: SL 1975, ch 16, § 1; 12 SDR 151, 12 SDR 155, …

Rule 20:06:03:20 Solicitations prior to furnishing required written proxy statement. 20:06:03:20. Solicitations prior to furnishing required written proxy statement. Notwithstanding the provisions of subdivision 20:06:03:06(1), a solicitation subject to this section may be made p…

Rule 20:06:03:21 Solicitations prior to furnishing required written proxy statement and filing requirements and application to report. 20:06:03:21. Solicitations prior to furnishing required written proxy statement and filing requirements and application to report. Solicitations …

Rule 20:06:03:22 Information required in proxy statement -- Schedule a. 20:06:03:22. Information required in proxy statement -- Schedule a. The solicitor shall state whether or not the person giving the proxy has the power to revoke it. If the right of revocation before the proxy…

Rule 20:06:03:23 Dissenters' rights of appraisal. 20:06:03:23. Dissenters' rights of appraisal. Outline briefly the rights of appraisal or similar rights of dissenting stockholders with respect to any matter to be acted upon and indicate any statutory procedure required to be fol…

Rule 20:06:03:24 Persons making solicitations excluded. 20:06:03:24. Persons making solicitations excluded. Special solicitations are subject to the following guidelines: (1) If the solicitation is made by the management of the insurer, the solicitor shall so state. The solicitor…

Rule 20:06:03:25 Interest of certain persons in matters to be acted upon. 20:06:03:25. Interest of certain persons in matters to be acted upon. The solicitor shall describe briefly any substantial interest, direct or indirect, by stockholdings or otherwise, of any director, nomin…

Rule 20:06:03:26 Stocks and principal stockholders. 20:06:03:26. Stocks and principal stockholders. Principal stockholders shall: (1) State, as to each class of voting stock of the insurer entitled to be voted at the meeting, the number of shares outstanding and the number of vot…

Rule 20:06:03:27 Nominees and directors. 20:06:03:27. Nominees and directors. If action is to be taken with respect to the election of directors, the solicitor shall furnish the following information, in tabular form to the extent practicable, with respect to each person nominate…

Rule 20:06:03:28 Remuneration and other transactions with management and others. 20:06:03:28. Remuneration and other transactions with management and others. The solicitor shall furnish the information reported or required in item one of the schedule of stockholder information su…

Rule 20:06:03:29 Bonus, profit sharing, and other remuneration plans. 20:06:03:29. Bonus, profit sharing, and other remuneration plans. If action is to be taken with respect to any bonus, profit sharing, or other remuneration plan, of the insurer, furnish the following informatio…

Rule 20:06:03:30 Pension and retirement plan. 20:06:03:30. Pension and retirement plan. If action is to be taken with respect to any pension or retirement plan of the insurer, the solicitor shall furnish the following information: (1) A brief description of the material features …

Rule 20:06:03:31 Options, warrants, or rights. 20:06:03:31. Options, warrants, or rights. If action is to be taken with respect to the granting or extension of any options, warrants, or rights, all referred to herein as "warrants", to purchase stock of the insurer or any subsidia…

Rule 20:06:03:32 Authorization or issuance of stock. 20:06:03:32. Authorization or issuance of stock. The following rules apply to stock authorization or issuance: (1) If action is to be taken with respect to the authorization or issuance of any stock of the insurer furnish the t…

Rule 20:06:03:33 Mergers, consolidations, acquisitions, and similar matters. 20:06:03:33. Mergers, consolidations, acquisitions, and similar matters. Information and financial statements for mergers, consolidations, and acquisitions should be filed as follows: (1) If action to be…

Rule 20:06:03:34 Restatement of accounts. 20:06:03:34. Restatement of accounts. If action is to be taken with respect to the restatement of any asset, capital, or surplus of the insurer, the solicitor shall furnish the following information: (1) The nature of the restatement and …

Rule 20:06:03:35 Matters not required to be submitted. 20:06:03:35. Matters not required to be submitted. If action is to be taken with respect to any matter which is not required to be submitted to a vote of stockholders, the solicitor shall state the nature of such matter, the …

Rule 20:06:03:36 Amendment of charter, by-laws, or other documents. 20:06:03:36. Amendment of charter, by-laws, or other documents. If action is to be taken with respect to any amendment of the insurer's charter, by-laws or other documents as to which information is not required …

Rule 20:06:03:37 Information to be included in statements filed by or on behalf of a participant (other than the insurer) in a proxy solicitation in an election contest -- Schedule b. 20:06:03:37. Information to be included in statements filed by or on behalf of a participant (ot…

Rule 20:06:03:38 Interest in stock of the insurer. 20:06:03:38. Interest in stock of the insurer. Stock interests should be divulged as follows: (1) The amount of each class of stock of the insurer which the solicitor owns beneficially, directly or indirectly; (2) The amount of e…

Rule 20:06:03:39 Further matters. 20:06:03:39. Further matters. The following general information should be filed: (1) The time and circumstances under which the solicitor became a participant in the solicitation and state the nature and extent of the activities or proposed activ…

Rule 20:06:03:40 Certification. 20:06:03:40. Certification. The statement shall be dated and signed in the following manner: "I certify that the statements made in this statement are true, complete, and correct, to the best of my knowledge and belief," followed by the date and si…

Rule 20:06:04:01 Definitions. 20:06:04:01. Definitions. Terms used in this chapter mean: (1) "Insurer," any domestic stock insurance company with an equity security subject to the provisions of SDCL 58-5-68 to 58-5-78, inclusive, and not exempt thereunder; (2) "Act," SDCL 58-5-68…

Rule 20:06:04:02 Securities held of record. 20:06:04:02. Securities held of record. For the purpose of determining whether the equity securities of an insurer are held of record by 100 or more persons, securities shall be deemed to be held of record by each person who is identifi…

Rule 20:06:04:03 Securities held in trust, deposit agreements. 20:06:04:03. Securities held in trust, deposit agreements. Notwithstanding § 20:06:04:02, securities held, to the knowledge of the insurer, subject to a voting trust, deposit agreement or similar arrangement shall be …

Rule 20:06:04:04 When beneficial owners are record owners. 20:06:04:04. When beneficial owners are record owners. Notwithstanding § 20:06:04:02, if the insurer knows or has reason to know that the form of holding securities of record is used primarily to circumvent the provisions…

Rule 20:06:04:05 Determination of ownership of more than 10 percent of an equity security. 20:06:04:05. Determination of ownership of more than 10 percent of an equity security. In determining, for the purpose of SDCL 58-5-69 whether a person is the beneficial owner, directly or …

Rule 20:06:04:06 Disclaimer of beneficial ownership. 20:06:04:06. Disclaimer of beneficial ownership. Any person filing a statement may expressly declare therein that the filing of such statement shall not be construed as an admission that such person is, for the purpose of the a…

Rule 20:06:04:07 Exemptions from statements of ownership filings and restrictions on profits. 20:06:04:07. Exemptions from statements of ownership filings and restrictions on profits. During the period of 12 months following their appointment and qualification, securities held by…

Rule 20:06:04:08 Profits in estates. 20:06:04:08. Profits in estates. After the 12-month period following their appointment or qualification the persons named in § 20:06:04:07 shall be required to file reports under SDCL 58-5-69 with respect to the securities held by the estates …

Rule 20:06:04:09 Securities reacquired for account of an insurer. 20:06:04:09. Securities reacquired for account of an insurer. Securities reacquired by or for the account of an insurer and held by it for its account shall be exempt from SDCL 58-5-69, 58-5-71, 58-5-72, 58-5-73 du…

Rule 20:06:04:10 Exemption of securities purchased or sold by odd lot dealers. 20:06:04:10. Exemption of securities purchased or sold by odd lot dealers. Securities purchased or sold by an odd lot dealer in odd lots so far as reasonably necessary to carry on odd lot transactions …

Rule 20:06:04:11 Certain transactions subject to statements of ownership filings. 20:06:04:11. Certain transactions subject to statements of ownership filings. The acquisition or disposition of any transferable option shall be deemed such a change in the beneficial ownership of t…

Rule 20:06:04:12 Ownership of securities held in trust. 20:06:04:12. Ownership of securities held in trust. Beneficial ownership of a security for the purpose of SDCL 58-5-69 shall include the ownership of: (1) Securities as a trustee where either the trustee or members of the tr…

Rule 20:06:04:13 Exemptions from statements of ownership filings. 20:06:04:13. Exemptions from statements of ownership filings. Except as provided in § 20:06:04:15, beneficial ownership of securities solely as a settlor or beneficiary of a trust shall be exempt from the provision…