SEC Comment Letter for APARTMENT INVESTMENT & MANAGEMENT CO (AIV) (CIK 0000922864) (AIV) — Nov 25, 2020
APARTMENT INVESTMENT & MANAGEMENT CO (AIV) (CIK 0000922864)
Date: Nov. 25, 2020 · CIK: 0000922864 · Accession: 0000000000-20-011327
AI Filing Summary & Sentiment
File numbers found in text: 001-13232
Letter
November 24 , 2020 Via E -mail Joseph A. Coco , Esq. Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York, NY 10001
Re: Apartment Investment & Management Co mpany Definitive Solicitation Statement on Schedule 14A Filed October 22, 2020 by Apartment I nvestment & Management Company File No. 001-13232
Dear Mr . Coco :
We have reviewed the above -captioned filing an d have the following comment .
DEF C14A Filed October 22 , 2020
1. We note disclosure in your definitive revocation solicitation statement that the Company’s Secretary “shall” call a special meeting of stockholders if stockholders entitled to cast at least 25% of all the votes entitled to be cast deliver such request in writing. Given the acknowledgment in your Form 8 -K filed November 19, 2020 that Land & Buildings has delivered a sufficient number of consents to call a special meeting unde r the Company’s bylaws, please advise us of your intentions for calling the special meeting and of when you expect to notify shareholders. If you do not intend to hold the special meeting prior to the consummation of the planned reverse spin -off, provide us with your analysis as to (i) how such a decision comports with the disclosure from your definitive revocation solicitation statement, and (ii) whether that process would conflict with applicable state law or the Company’s charter and bylaws .
* * *
Joseph A. Coco, Esq. Skadden, Arps, Slate, Meagher & Flom LLP November 24 , 2020 Page 2
Please direct any questions to me at (202) 551 -7951. You may also contact Tina Chalk, Senior Special Counsel, at (202) 551 -3263 .
Sincerely,
/s/ Joshua Shainess
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November 24 , 2020
Via E -mail
Joseph A. Coco , Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, NY 10001
Re: Apartment Investment & Management Co mpany
Definitive Solicitation Statement on Schedule 14A
Filed October 22, 2020 by Apartment I nvestment & Management Company
File No. 001-13232
Dear Mr . Coco :
We have reviewed the above -captioned filing an d have the following comment .
DEF C14A Filed October 22 , 2020
1. We note disclosure in your definitive revocation solicitation statement that the Company’s
Secretary “shall” call a special meeting of stockholders if stockholders entitled to cast at least
25% of all the votes entitled to be cast deliver such request in writing. Given the
acknowledgment in your Form 8 -K filed November 19, 2020 that Land & Buildings has
delivered a sufficient number of consents to call a special meeting unde r the Company’s
bylaws, please advise us of your intentions for calling the special meeting and of when you
expect to notify shareholders. If you do not intend to hold the special meeting prior to the
consummation of the planned reverse spin -off, provide us with your analysis as to (i) how
such a decision comports with the disclosure from your definitive revocation solicitation
statement, and (ii) whether that process would conflict with applicable state law or the
Company’s charter and bylaws .
* * *
Joseph A. Coco, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
November 24 , 2020
Page 2
Please direct any questions to me at (202) 551 -7951. You may also contact Tina Chalk,
Senior Special Counsel, at (202) 551 -3263 .
Sincerely,
/s/ Joshua Shainess
Joshua Shainess
Special Counsel
Office of Mergers and Acquisitions