240.14a-15—Differential and contingent compensation in connection with roll-up transactions.
(a)
It shall be unlawful for any person to receive compensation for soliciting proxies, consents, or authorizations directly from security holders in connection with a roll-up transaction as provided in paragraph (b) of this section, if the compensation is:
(1)
Based on whether the solicited proxy, consent, or authorization either approves or disapproves the proposed roll-up transaction; or
(b)
This section is applicable to a roll-up transaction as defined in Item 901(c) of Regulation S-K ( § 229.901(c) of this chapter ), except for a transaction involving only:
(2)
Partnerships whose investors will receive new securities or securities in another entity that are not reported under a transaction reporting plan declared effective before December 17, 1993 by the Commission under section 11A of the Act (15 U.S.C. 78k-1 ); or
(3)
Partnerships whose investors' securities are reported under a transaction reporting plan declared effective before December 17, 1993 by the Commission under section 11A of the Act (15 U.S.C. 78k-1 ).