Shareholder letter to the editor, published several months before any director candidates were announced or any election-related materials were distributed to shareholders, complaining about corporation's proxy voting procedures was not a solicitation of a proxy that had to be filed with the Division of Banking and Securities.
The Alaska Division of Banking and Securities civilly fined Sitnasuak Native Corporation shareholder Austin Ahmasuk for submitting a newspaper opinion letter about Sitnasuak’s shareholder proxy voting procedures without filing that letter with the Division as a shareholder proxy solicitation. Ahmasuk filed an agency appeal, arguing that the Division wrongly interpreted its proxy solicitation regulation to cover his letter and violated his constitutional due process and free speech rights. An administrative law judge upheld the Division’s sanction in an order that became the final agency decision, and the superior court upheld that decision in a subsequent appeal. Ahmasuk raises his same arguments on appeal to us. We conclude that Ahmasuk’s opinion letter is not a proxy solicitation under the Division’s controlling regulations, and we therefore reverse the superior court’s decision upholding the Division’s civil sanction against Ahmasuk without reaching the constitutional arguments.A. State Laws And Regulations Relevant To Alaska Native CorporationsCorporations authorized by the Alaska Native Claims Settlement Act (ANCSA)[1] are incorporated under the Alaska Corporations Code.[2] ANCSA explicitly exempts ANCSA corporations from federal securities regulation compliance,[3] and the Division therefore regulates certain activities of specified ANCSA corporations and their shareholders and investigates complaints of illegal conduct.[4]
Clarifies what shareholder communications and voting-related conduct trigger (or don't trigger) regulatory and corporate-law requirements.