On November 4, 2026, the Alaska Division of Banking and Securities issued a Supplemental Notice that rewrites its July 23, 2025 proposal to amend the ANCSA proxy solicitation regulations (3 AAC 08.300–08.365) and reopens the public comment period. The Division says the revisions are its response to the comments it received on its 2025 proposal. Nothing changes yet: the Division will adopt a final rule only after the comment period closes, and the final text may differ from this draft.

• • Comment deadline: 4:30 p.m. on December 18, 2026. Comments go to Ann Sivulich, Division of Banking and Securities, 550 West 7th Ave., Ste. 1850, Anchorage, AK 99501, or by email to dbsregs@alaska.gov.
  • Written questions must reach the Division at least 10 days before the comment period closes (December 8, 2026). The Division will post aggregated answers on the Alaska Online Public Notice System and its website rather than answering individually.
  • Comments and questions are public records under the Alaska Public Records Act.
  • The full notice package (Department of Law file no. 2023200238) is posted at alaska.gov/web/dbs.

Executive Summary

 The proposed revisions narrow what the rules cover in three ways at once.

• • Only “participants” (the board, nominees and candidates, organized committees, funders, proxyholders, and people acting with them) are regulated.
  • Only communications made after the meeting notice goes out that expressly call for a particular vote, or that ask shareholders to execute, withhold, or revoke a proxy, count as proxy solicitations.
  • A shareholder who is not a participant may say how they will vote and urge others to do the same with no filing at all and without being subject to the Division’s enforcement authority if they make a false and misleading statement, meaning that the only remedy for an ANC in that case would be litigation in court.

The draft also moves all filings to the Division’s online portal, adds 10-year look-backs to nominee disclosures, requires disclosure of past AS 45.55 violations and of accounting-method changes, lets board nominees who campaign on their own rely on the board’s proxy statement, and shortens the window to request a Division investigation from 90 to 60 days.

The most consequential issue is the gap the shareholder carve-out creates. Because the false‑or‑misleading‑statement rule applies only to a “proxy solicitation,” a non-participant shareholder’s statements fall outside it as well as outside the filing rules. A shareholder could circulate false claims about the corporation’s finances or its directors to the entire shareholder base during an election, and the Division would have no basis under the proxy rules to investigate or sanction, while the board’s correction would remain fully regulated. The same structure leaves votes on bylaw and articles amendments, shareholder proposals, and settlement trusts largely unaddressed, because the only participant categories tied to an individual’s role are election terms. A corporation’s remaining remedies would be litigation (defamation, or an action to invalidate proxies obtained by misrepresentation) and its own corrective communications.

Several of the new definitions and provisions are also undefined or circular: “mutual agreement” (when a supporter becomes a participant), “group which solicits proxies,” whether the carve-out reaches requests not to execute or to revoke a proxy, when the active solicitation period begins, and whether the top-five compensation list is now limited to directors and executive officers or still reaches the five highest-paid persons regardless of title or entity, a question that matters for corporations with large subsidiary operations and that the substitution of “executive officers” for “officers” does not resolve.

The Division changed course substantially after the 2025 comments, so this comment period is a real opportunity. Issues ANCs may wish to consider include whether to comment, individually or through the ANCSA Regional Association or ANVCA, on separating the false‑or‑misleading‑statement rule from the filing rules, on the undefined terms, on non-election votes, and on the compensation question; whether to submit written questions by December 8, 2026; and how filing workflows, nominee questionnaires, and shareholder-communication plans would change if the rule is adopted as drafted.

What the supplemental notice would change

The supplemental draft keeps the core of the July 2025 proposal (electronic-only filing, repeal of the ANC filing fee, an expanded “participant” definition, the carve-out for non-participant shareholders, and disclosure of prior AS 45.55 violations) and adds on a new time limit, a new “express advocacy” test, shorter look-backs, a new accounting disclosure, a streamlined filing path for campaigning nominees, and a shorter window to request an investigation.

What this means for ANCSA corporations

Less of the election season is regulated. Today, any communication to shareholders “reasonably calculated” to affect proxies is a solicitation, whoever sends it and whenever it is sent. Under the draft, the rules reach only communications that come from a participant, are made after the meeting notice goes out, and either ask for (or against) a proxy or expressly call for a vote a particular way.

Pre-notice campaigning, communications that attack or praise the board without an express call to vote, and everything a non-participant shareholder says are not subject to the Division’s proxy regulations, including the requirement to file a proxy statement and the false‑or‑misleading‑statement rule.

Ordinary shareholders can advocate without filing. This is the Division’s response to Ahmasuk v. Division of Banking & Securities (Alaska 2021), where the Division fined a Sitnasuak shareholder $1,500 for an unfiled letter to the editor and the Alaska Supreme Court reversed, warning that the Division’s reading would discourage open discussion of corporate governance.

Under the proposed revisions, a shareholder who is not a candidate, holds no proxies, is not financing a campaign above $500, and is not coordinating with a participant may say how they will vote and urge others to do the same without filing anything.

Nominee disclosures shift. Positions held with the corporation and family relationships now carry a 10-year look-back; a final judgment that a nominee or director violated AS 45.55 (which includes the proxy rules) must be disclosed for 10 years; and any change in the corporation’s accounting methods from the prior year becomes a required disclosure.

“Officers” becomes “executive officers” in the compensation disclosure. Today, 3 AAC 08.345(b)(2) requires the board’s proxy statement to name the five most highly compensated persons of the corporation, “whether directors or officers,” with their pay for services in all capacities to the corporation and its subsidiaries, and to report total compensation for “all officers and directors as a group.” The rule has never defined “officer.”

The draft replaces “officers” with “executive officers” in both places and relies on the definition already in 3 AAC 08.365(6): the president, secretary, and treasurer (by title), a vice president in charge of a principal business function such as sales, administration, or finance, and any other person who performs similar policy-making functions “for the corporation.”

Under that definition, title alone does not control. A vice president with no principal business function is not an executive officer, and a person with no officer title who sets policy for the corporation is one. Subsidiary executives are not executive officers of the parent by virtue of their subsidiary titles; they come within the definition only if they also perform policy-making functions for the parent, as a member of its executive leadership team, for example, or by holding a parent officer role at the same time.

For the aggregate compensation disclosure (the total compensation for “all officers and directors as a group”), the effect is clear: subsidiary officers and parent officers without policy-making roles drop out of that group, such that the group count and total will likely fall for corporations that have been reporting broadly, and the first year’s figure will not be comparable to the prior year’s. Corporations may wish to consider explaining the change in basis in that year’s proxy statement.

For the top-five list, the draft can be read two ways. One reading treats “whether directors or executive officers” as limiting the pool, so that a highly paid subsidiary executive who is neither a director nor an executive officer of the parent would no longer appear even if among the five highest paid in the enterprise.

The other reading treats “the five most highly compensated persons of the corporation” as the operative test and “whether directors or executive officers” as inclusive rather than limiting, so that the five highest paid are disclosed regardless of title or entity. The text supports both, and the Division has not said which it intends. A corporation that adopts one reading in good faith also carries some risk if the Division or a shareholder takes the other, because a required disclosure left out of a proxy statement can be framed as a violation of the regulations and as an omission of a material fact.

For corporations with substantial subsidiary operations, this is an important open question in the compensation change and a natural subject for a written question to the Division before the December 8, 2026 cutoff or a comment proposing language that states the rule either way. In the meantime, issues to consider include identifying who meets the executive officer definition before the next proxy cycle, settling how subsidiary leaders who serve on the parent’s leadership team are treated, and aligning the nominee questionnaire and the compensation data collected from subsidiaries with whichever scope the final rule adopts.

Nominees who campaign get an easier path. A board nominee or candidate who solicits on their own may file a confirmation that the board’s proxy statement already contains the required disclosures, or file only the missing items, instead of a full separate proxy statement. Lowering that barrier may increase independent campaigning by board nominees.

Requests for investigation must be faster and more specific. The deadline drops from 90 to 60 days after the vote, the meeting date is mandatory, and the request must give at least one of a mailing address, phone number, or email for the alleged violator. For complaints about anonymous or pseudonymous accounts, that last item may be impossible to supply.

Fewer corporations are covered at all. 2026 legislation (HB 126) revised the AS 45.55.139 filing threshold so that it turns on whether the corporation had 500 or more original shareholders of record. Village corporations that originally enrolled fewer than 500 shareholders will fall outside the filing statute or regulations, so these revisions would not apply to them.

The non-participant carve-out: who it frees, and what it gives up

Under the draft, a shareholder who is not a “participant” could circulate false or misleading statements about the corporation, its finances, its directors, or its candidates to every shareholder during an election, and the Division would have no jurisdiction to investigate, order a correction, or impose a sanction.

What the draft says. Proposed 3 AAC 08.365(16) states that “proxy solicitation” does not include “a communication made by a shareholder who is not a participant that states how the shareholder intends to vote, the reasons for the shareholder’s intention, or that calls on shareholders to vote in a particular way.”

The exclusion has no limit on audience, medium, timing, or content. A post to a 3,000-member shareholder Facebook group, a mass text, a newspaper ad, and a mailing to the whole shareholder list all qualify, as long as the sender is a shareholder and not a participant.

Why the Division likely did it. Under the current rules, a shareholder is a “participant” the moment they urge a vote, which triggers the full 3 AAC 08.355 proxy statement and filing requirements. The Division has enforced those requirements against individual shareholders, and Ahmasuk was the result. The carve-out removes ordinary shareholders from the filing regime entirely, and in doing so takes the Division out of shareholder-versus-shareholder complaints.

How the enforcement gap arises. The draft does not separate the filing requirements from the false‑or‑misleading‑statement rule. Both depend on the same defined term:

1. 3 AAC 08.315(a), as amended, would prohibit material misrepresentations only in a “proxy solicitation.”
2. A non-participant shareholder’s communication is, by definition, not a proxy solicitation, whatever it says.
3. A request for investigation under 3 AAC 08.360 must allege a violation of the proxy rules. If the communication is not a proxy solicitation, there is no filing violation and no 08.315 violation to allege.
4. The statute the rules implement, AS 45.55.139, is a filing requirement; the prohibition on false or misleading proxy communications exists only in the regulation. Nothing else in the proxy rules appears to give the Division a basis to act on a non-participant’s content.

What that looks like in practice.

• • During the proxy period, a shareholder posts to a shareholder Facebook group that the board “lost $10 million” and “gave themselves raises,” and urges votes for a challenger slate. The statement is false. Under the draft, the corporation’s request for investigation would fail at the threshold: no proxy solicitation, so no violation.
  • A challenger’s relative, close supporter, or former board colleague runs the same campaign. They are a participant only if they act “on behalf of” the candidate or “through a mutual agreement” with one. “Mutual agreement” is undefined, and the Division would have to establish the coordination before it had jurisdiction over the statements.
  • The board’s response correcting the record comes from a participant and asks shareholders to return their proxies. It is a proxy solicitation, must be filed, and is subject to 08.315. The side that must be accurate is the side being accused.

The incentive problem. Candidates can take advantage of this regime by letting “independent” supporters make public statements, since those supporters face neither filing nor the false‑or‑misleading‑statement rule. The only backstops are two categories in the participant definition: a person who solicits proxies “through a mutual agreement with” a participant, and a “committee or group which solicits proxies.” The first requires proof of coordination; the second is circular under the new definitions, because whether a group “solicits proxies” depends on whether its members are participants.

What remains for a corporation facing a false campaign. A defamation or business-disparagement suit is slow, public, requires proving a false statement of fact rather than opinion, and is rarely a realistic option for an ANC against its own shareholders. The corporation (or a shareholder) can also go to court to invalidate proxies obtained through false or misleading statements and, in an appropriate case, to set aside the resulting vote. That remedy does not depend on how the Division defines “proxy solicitation,” so it is not barred by any regulatory change, but it is litigation: it comes after the proxies are in hand, it turns on proof that the misstatements actually procured the proxies, and it again places the corporation in court against its own shareholders.

Short of litigation, the corporation can issue corrective communications, which must themselves comply with the rules and be filed, and it can moderate forums it controls. What it loses is the one tool that worked without going to court: a request that the Division review the statement under 08.315.

An anomaly worth noting. The exclusion from the proxy regulations covers only “a shareholder.” A non-shareholder (a descendant without shares, a spouse, an outside group) who urges a vote during the active period is still making a proxy solicitation, so 08.315 applies to them even though they are not a participant and have no filing duty. The draft therefore already separates the false‑or‑misleading‑statement rule from the filing rules for non-shareholders. It does not do so for shareholders, who are the people most likely to be speaking.

An issue commenters may wish to raise. The 2025 and 2026 drafts treat the choice as binary: either a shareholder’s communication is a proxy solicitation (full filing and the false‑or‑misleading‑statement rules) or it is nothing. A middle course is possible.

The exclusion could be rewritten so that non-participant shareholder communications are exempt from the proxy statement and filing requirements (08.307, 08.312, 08.355) but remain subject to 08.315’s prohibition on material misrepresentations.

That would preserve the free-discussion goal Ahmasuk endorsed while keeping the Division available when a statement of fact is false. Any such rule would still need to be drawn with the First Amendment concerns raised in Ahmasuk in mind, but false statements of fact receive far less protection than opinion and advocacy.

Votes other than director elections

The draft, like the current rules, is written around director elections. It says nothing specific about proxy solicitations for the other matters ANCSA corporations put to shareholders—bylaw amendments, amendments to the articles (including amendments under ANCSA section 7(g) to issue stock to descendants), and shareholder proposals—and the new definitions fit those votes poorly.

How the definitions apply to a vote on a measure. The only categories of “participant” that reach an individual because of the person’s role in the vote are election terms: a nominee for whose election proxies are solicited, and a nominee or candidate who solicits proxies. Neither exists in a vote on a bylaw amendment or a shareholder proposal.

As such, outside the board and the corporation, a shareholder or group campaigning for or against a measure becomes a participant only by organizing as a “committee or group which solicits proxies” (the test that is circular under the new definitions), holding proxies, financing the effort with more than $500, or acting on behalf of or by agreement with one of those.

An individual shareholder who campaigns against a descendant stock amendment, or the proponent of a shareholder proposal who campaigns for it, is not a participant and, under the carve-out, is not making a proxy solicitation at all. Their statements fall outside the filing rules and the false‑or‑misleading‑statement rule, while the board’s statement for or against the same measure is fully regulated.

What changes from today. Under the current rules, any person who solicits proxies is a participant, and any communication reasonably calculated to affect proxies is a solicitation, whatever the subject of the vote. The current rules therefore reach a shareholder campaign on a bylaw or articles amendment in the same way they reach an election campaign. The draft removes that campaign from the rules unless the shareholders organize in one of the ways listed above.

The uncertainty. The draft does not say whether “calls on shareholders to vote in a particular way” is meant to cover a vote on a shareholder resolution or proposal as well as a vote for a candidate. The ordinary meaning of “vote” suggests that it does, but every other new or revised term points to elections: “nominee or candidate,” the nominee-centered changes, and an “active solicitation period” keyed to the meeting notice.

The draft also does not say whether the proponent of a shareholder proposal becomes a participant by proposing it, what a participant’s proxy statement must contain when the matter is a measure rather than a slate of nominees, or whether an organized but informal shareholder campaign on a measure is a “group which solicits proxies.” Votes on descendant stock, settlement trusts, and similar measures are often the most contested in ANC governance and the ones where organized shareholder campaigns on social media are most common, so the gap is not theoretical.

An issue to consider. Commenters may wish to ask the Division to state how the rules apply to votes other than director elections, including who is a participant in a vote on a measure, what disclosures a participant’s proxy statement must contain for a measure, and whether the carve-out is intended to reach shareholder campaigns for or against a measure.

Continuing uncertainties

Several of the lines drawn by the Division in this proposed regulation are undefined, circular, or inconsistent with each other. The Division may adopt the final rule without further notice, so these are the points to raise now if they matter to an ANC:

• • “Mutual agreement” is undefined. A supporter becomes a participant if they solicit “through a mutual agreement with” a participant. The draft does not say whether sharing a candidate’s post, posting at a candidate’s request, or coordinating messaging within a family counts.
  • The “group” category is circular. A “committee or group which solicits proxies” is a participant, but under the new definitions whether a group of shareholders “solicits proxies” depends on whether they are already participants. An informal online coalition of shareholders could be in or out.
  • Does the exclusion cover requests not to execute, or to revoke, a proxy? The definition has two parts: a request to execute, not execute, or revoke a proxy, and a communication made during the active solicitation period that calls on shareholders to vote in a particular way. The carve-out for non-participant shareholders sits after the second part. It is not clear whether a non-participant shareholder’s request that others not execute, or revoke, a proxy (the Ahmasuk fact pattern) is excluded as well, or remains a proxy solicitation under the first part.
  • “Calls on shareholders to vote in a particular way” reads like an express-advocacy test. Communications that attack or praise the board or a candidate without an explicit “vote for” or “vote against” appear to fall outside the scope of the proxy regulations, even from participants. The draft does not say whether “vote in a particular way” includes “withhold your proxy,” “vote for new leadership,” or votes on bylaw amendments and other non-election matters.
  • Votes on measures rather than candidates. The draft does not say how the rules apply to bylaw and articles amendments, shareholder proposals, and other non-election votes, including who is a participant in such a vote and what a proxy statement must contain.
  • When the “active solicitation period” starts. The period begins “the day the corporation provides notice” under AS 10.06.410. The draft does not say whether that is the mailing date, the posting date, or the date of receipt, or how adjourned or continued meetings are treated. Because the time limit applies only to communications that call for a particular vote, and not to requests to execute, not execute, or revoke a proxy, a candidate’s pre-notice “sign your proxy for me when it arrives” may or may not be covered.
  • The accounting-methods disclosure is oddly placed. It appears as item (iii) inside the compensation paragraph of 08.345(b)(2). It is unclear whether it means changes in how compensation is accounted for, or any change in the corporation’s accounting methods, and whether a materiality threshold applies. Audited financial statements already disclose changes in accounting principles, so the overlap is unexplained.
  • “A forum created for the purposes of general discussion.” The draft excludes the forum, not the people posting in it, and does not say who decides a forum’s purpose or how a group created to oppose a board, or run by a candidate, is treated.
  • Non-shareholders versus shareholders. As noted above, the false‑or‑misleading‑statement rule reaches a non-shareholder advocate but not a shareholder advocate. That result seems unintended.
  • Requests about anonymous accounts. With contact information for the alleged violator now mandatory, the draft does not say how a corporation or shareholder is to complain about a pseudonymous account, or whether the Division will accept a social media handle.
  • A missing subsection. The publisher’s note refers to new 3 AAC 08.355(b) “and (c),” but no subsection (c) appears in the draft. Either a provision was dropped or one is still to come.
  • Conforming references. 3 AAC 08.312(a) still cross-references 3 AAC 08.300–08.365 even though 08.300 is repealed.

Takeaways and issues to consider

The Division changed course substantially after the 2025 comment round, which suggests comments on this draft will be read. The comment period closes at 4:30 p.m. on December 18, 2026. The draft is captioned for a 2027 Register, so the final rule could take effect during the 2027 meeting season.

Whether and how to comment. Corporations may wish to consider commenting individually, through the ANCSA Regional Association or ANVCA, or both. Issues that commenters may want to put in front of the Division include:

• • Separating the false‑or‑misleading‑statement rule from the filing rules, so that non-participant shareholder communications are exempt from proxy statements and filing but remain subject to 3 AAC 08.315.
  • Definitions for “mutual agreement” and “group,” so that ordinary shareholders can tell whether they are participants, and confirmation of whether holding a single family member’s proxy is meant to make a shareholder a participant (a “proxyholder” is already defined in 08.365(13) as anyone “to whom a proxy or power of substitution is given”).
  • Clarifying whether the non-participant exclusion applies to requests not to execute or to revoke a proxy, as well as to communications urging a particular vote.
  • How the rules apply to votes on bylaw and articles amendments, shareholder proposals, and other measures, including who counts as a participant and what a participant’s proxy statement must contain.
  • Fixing the start of the “active solicitation period” to a specific event (for example, the mailing date of the notice) and addressing pre-notice campaigning and continued meetings.
  • Clarifying the scope of the accounting-methods disclosure, and whether the top-five compensation list is limited to directors and executive officers or reaches the five highest paid regardless of title or entity.
  • The 60-day investigation window and the mandatory contact-information requirement, particularly for anonymous online accounts.
  • The missing 08.355(c) and the stale cross-references.
  • A transition rule for corporations whose 2027 solicitations straddle the effective date.

This article does not constitute legal advice. For legal advice that applies to your situation, you should contact an attorney.