Preparing proxy statements manually requires coordinating multiple data sources, ensuring SEC compliance across nine complex sections, and verifying citations from EDGAR filings and regulatory guidelines. Corporate counsel spend 6-8 hours cross-referencing compensation data, governance structures, and disclosure requirements while risking compliance errors that could delay shareholder meetings.
Preparing proxy statements for annual shareholder meetings requires synthesizing information from dozens of sources—board resolutions, compensation data, governance policies, and prior filings—while ensuring strict compliance with SEC Rule 14a-3 and Regulation 14A. Securities lawyers spend 40+ hours manually drafting notices, compensation disclosures, governance descriptions, and voting procedures, with constant risk of missing required disclosures or calculation errors.
CaseMark's AI analyzes your uploaded corporate documents to automatically generate comprehensive, SEC-compliant proxy statements with accurate compensation tables, director biographies, governance disclosures, and voting instructions. The system extracts specific data from prior proxies, board minutes, and compensation records to populate all required sections with company-specific details, reducing drafting time from weeks to under an hour.
This workflow is applicable across multiple practice areas and use cases
Securities lawyers must prepare SEC-compliant proxy statements for public company clients as a core regulatory filing requirement under Rule 14a-3.
Proxy statements are fundamental securities law documents requiring strict SEC compliance, making this workflow essential for securities and capital markets practitioners handling public company regulatory obligations.
M&A transactions involving public companies require proxy statements to solicit shareholder approval for mergers, acquisitions, and other extraordinary corporate transactions.
Proxy statements are critical transaction documents in public company M&A deals, as shareholder voting on proposed transactions is typically required and must comply with SEC disclosure requirements.
Corporate finance attorneys preparing for public offerings, stock issuances, or equity compensation plans need proxy statements to disclose executive compensation and obtain shareholder approval.
Proxy statements are essential for corporate finance matters involving shareholder voting on equity plans, stock issuances, and compensation arrangements that require disclosure and approval.
Public benefit corporations and certain nonprofit entities with complex governance structures may need proxy-like disclosure documents for member voting and governance transparency.
While not SEC-regulated, some nonprofits adopt proxy statement-style governance disclosures for transparency, particularly those with public accountability or complex stakeholder voting requirements.
At minimum, you'll need prior proxy statements, board resolutions approving the meeting agenda, executive compensation data, and director biographical information. Optional documents like governance guidelines, shareholder proposals, auditor fee schedules, and compensation consultant reports will enhance the output. CaseMark's AI extracts relevant information from all uploaded documents to populate the proxy statement with accurate, company-specific details rather than generic placeholders.
Yes, CaseMark generates proxy statements structured to comply with SEC Rule 14a-3 and Regulation 14A requirements, including all mandatory disclosures under Item 402 (executive compensation), Item 404 (related party transactions), and Item 407 (corporate governance). The system follows the required table formats for compensation disclosure and includes all necessary voting procedures and shareholder rights information. However, as with any AI-generated legal document, you should review the output for accuracy and completeness before filing.
The AI extracts compensation data from your uploaded files—including salary, bonuses, equity grants, pension values, and perquisites—and automatically populates the Summary Compensation Table and other required tables in the format specified by Item 402(c) of Regulation S-K. It calculates grant date fair values, totals all compensation elements, and generates supporting tables for equity grants, outstanding awards, and pay versus performance disclosure. You can review and adjust any calculations before finalizing the document.
Absolutely. CaseMark analyzes your uploaded governance documents to reflect your specific board structure, committee composition, leadership model (combined or separate CEO/Chairman), and unique policies. The AI adapts the disclosure to match whether you have a classified board, majority voting for directors, proxy access provisions, or other company-specific features. You can also edit any section of the generated document to add additional context or modify language to match your preferences.
After uploading your documents, CaseMark generates a comprehensive draft proxy statement in approximately 45 minutes. This includes all required sections from the notice of meeting through voting procedures, compensation disclosure, governance descriptions, and shareholder proposal procedures. The time savings compared to manual drafting (typically 40+ hours) allows you to focus on strategic review and refinement rather than document assembly and formatting.