On July 23, 2025, the Alaska Department of Commerce, Community, and Economic Development issued public notice of proposed changes to the Division of Banking & Securities’ (the “Division”) proxy regulations governing Alaska Native Corporations.

The deadline to submit comments on the proposed changes is September 8, 2025.

The Division is proposing significant changes:

• 3 AAC 08.920(c), which imposed fees on each Alaska Native Corporation that was required to file proxy statements with the State of Alaska, is repealed.
• 3 AAC 08.307 is amended to provide that proxy filings may only be electronically filed; paper copies will not be accepted.
• 3 AAC 08.345(b)(1)(G) and 3 AAC 08.355(4)(G) are amended to require the corporation and candidates to disclose in their proxy statements if a candidate was, within the past ten years, found by court or agency to have violated AS 45.55 (Alaska Native Claims Settlement Act ‎Corporations Proxy Solicitations and Stock Act)‎.
• 3 AAC 08.365(11)’s definition of “participant” is revised include a proxyholder; and
• 3 AAC 08.365(16)’s definition of “solicit” is revised to exclude “a communication by a shareholder other than a participant ‎that states how the shareholder intends to vote, the reasons ‎for the shareholder’s intention, or calling on shareholders to ‎vote in a particular way‎.”

The revision to 3 AAC 08.365(16) is potentially the most impactful change.  The proposed regulations redefine a “participant” as follows:

Under the proposed new regulations, the term “participant” would include a proxy holder and a person who “solicits proxies on behalf of” a candidate.

But, the regulations then define “solicit” and “solicitation” to exclude certain statements regarding Alaska Native Corporation election matters:

Accordingly, a communication by a shareholder that is not a “participant” and that states how the shareholder intends to vote, the reasons for their intentions, or calls on shareholders to act in a certain way is not a “solicitation.”

The current regulations can be read to apply to, and govern, any public statement regarding a Native Corporation shareholder vote, and have been subject to legal challenge.  For example, in Ahmasuk v. Division of Banking and Securities, the Division fined a Sitnasuak Native Corporation shareholder 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. The Alaska Supreme Court concluded that Ahmasuk’s opinion letter was not a proxy solicitation under the Division’s controlling regulations, reversing the civil sanction against Ahmasuk.

The Division appears to be responding to Ahmasuk by excluding from the definition of a proxy solicitation any statement by a shareholder that is not regarding the election of directors.  This means that communications regarding shareholder votes on matters such as amendments to a Native Corporation’s articles of incorporation or bylaws, or passage of a shareholder resolution, would not need to be filed with the Division and, more importantly, would not be subject to the Division’s enforcement authority.

While this will reduce the administrative burden on some Native Corporations, it also means that Native Corporations will only be able to use the courts to take action if someone makes false or misleading statements regarding shareholder votes on anything other than election of directors.

The opinions expressed herein are solely those of the author. This article does not constitute legal advice. For legal advice for your situation, you should contact an attorney.