17 CFR §240.14a-15

1. (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. (1)Based on whether the solicited proxy, consent, or authorization either approves or disapproves the proposed roll-up transaction; or
   2. (2)Contingent on the approval, disapproval, or completion of the roll-up transaction.
2. (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:
   1. (1)Finite-life entities that are not limited partnerships;
   2. (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. (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).