Form PREC14C Files Dataset

The Form PREC14C Files dataset is a complete EDGAR-derived corpus of preliminary information statements filed under Section 14(c) of the Securities Exchange Act of 1934 in contested-solicitation contexts. Each record is a single EDGAR accession of Form PREC14C — one filing event identified by a unique SEC accession number, packaged as an accession-named folder that contains every non-image document submitted under that accession plus a structured metadata.json summary. PREC14C is filed only by the issuer whose securities are at issue, typically when a controlling or majority-consenting holder authorizes a corporate action by written consent while a competing or opposing solicitation exists. The dataset spans EDGAR's full history of PREC14C filings starting from June 1994 and is distributed as monthly ZIP containers (YYYY/YYYY-MM.zip) holding HTML, TXT, and JSON files.

Dataset APIs

Dataset Files

What This Dataset Contains

The dataset packages the complete population of PREC14C filings on EDGAR. PREC14C is the EDGAR form code for the preliminary version of a Schedule 14C information statement in a contested setting: the "PRE" prefix denotes preliminary, and the embedded "C" before "14C" denotes contested. The non-contested counterpart is PRE 14C; the definitive successor is DEFC14C, or DEF 14C if the contested character disappears between preliminary and definitive. "Contested" in this context typically means the filer is aware of, or anticipates, an opposing solicitation, a competing proposal, or another party seeking to influence security holders on the same matter — even though no proxy is being solicited, because the action is being taken by written consent.

The Schedule 14C regime applies when corporate action has been or will be approved without soliciting proxies, most commonly by written consent of a controlling or majority block of stockholders. Under Rule 14c-5(a), preliminary copies of the information statement must be filed with the Commission at least ten calendar days before definitive copies are sent to security holders, giving SEC staff a window to review the adequacy of disclosure. Once definitive materials are mailed, Rule 14c-2(b) imposes a further mandatory 20-calendar-day waiting period between the date the definitive information statement is first sent to holders and the date the corporate action may take effect. PREC14C is a low-volume form across EDGAR's entire history; most monthly windows produce zero or one filing.

The dataset is distributed as ZIP archives partitioned by filing month. Inside each monthly container, the immediate children are accession-named folders, each of which is one dataset record. The included file types are HTML, TXT, and JSON; image attachments (GIF, JPG, PNG) accepted by EDGAR are deliberately excluded from the packaging.

Content Structure of a Single Record

What one record represents

One record in the Form PREC14C Files Dataset is a single EDGAR accession of Form PREC14C. The atomic unit is the accession: one filing event identified by a unique SEC accession number, packaged as an accession-named folder that contains every non-image document submitted under that accession plus a single structured metadata.json summary. The record is not decomposed further into individual proposals, exhibits, signatories, or table rows.

Container structure

The dataset is distributed as ZIP archives partitioned by filing month (YYYY/YYYY-MM.zip). The immediate children of a monthly ZIP are accession-named folders, each of which is one dataset record. The folder name is the 18-digit SEC accession number with hyphens stripped — for example, accession 0001193125-11-166746 becomes the directory 000119312511166746.

Inside each accession folder there are:

• metadata.json — the structured machine-readable summary of the filing (always present).
• The primary PREC14C document — almost always an .htm/.html file wrapped in the EDGAR SGML <DOCUMENT> envelope (always present).
• Zero or more additional exhibit documents (HTM/HTML, occasionally TXT) when the filer attached exhibits, each preserved in its own SGML wrapper.

The file-types found in the dataset are HTML, TXT, and JSON. Image files (GIF, JPG, PNG) that may have been part of the original EDGAR submission — signature graphics, corporate seals, charts, deal-structure diagrams — are deliberately excluded from the packaging. The TXT file-type entry corresponds to the EDGAR full-submission .txt bundle, which is referenced via URL inside metadata.json rather than systematically duplicated into every accession folder; the substantive textual content arrives as HTML documents inside SGML wrappers.

The metadata.json schema

metadata.json is the canonical structured representation of the filing, designed to be both human-readable and directly consumable by downstream code. The top-level fields are:

• formType — EDGAR form designator, always "PREC14C".
• accessionNo — canonical hyphenated accession number, e.g., "0001193125-11-166746". Primary key tying the JSON to the SGML <ACCESSION-NUMBER> and to the folder name.
• description — human-friendly form label, e.g., "Form PREC14C - Preliminary information statements, contested solicitations".
• filedAt — EDGAR acceptance timestamp as an ISO-8601 string with offset, e.g., "2011-06-16T17:05:31-04:00". The legally operative filing timestamp, not a calendar-only date.
• linkToFilingDetails — direct URL on www.sec.gov to the primary document (the same file as the principal HTML body in the accession folder).
• linkToTxt — URL to the EDGAR-served full-submission .txt bundle for the accession.
• linkToHtml — URL to the EDGAR filing-index page for the accession.
• linkToXbrl — URL to an XBRL instance when present; generally empty for PREC14C.
• documentFormatFiles — array of objects, one per numbered document in the submission, each with {sequence, size, documentUrl, description, type}. The primary information statement appears with sequence: "1" and type: "PREC14C"; the full-submission text bundle appears with a blank sequence and a type indicating the full submission; exhibits appear as additional sequence-numbered entries with their own type codes (e.g., EX-99.1, EX-3.1).
• entities — array of party objects, described below.
• seriesAndClassesContractsInformation — array reserved for series/class identifiers in investment-company filings; typically empty for operating-company PREC14C submissions.
• dataFiles — array of structured data files; typically empty for PREC14C.
• id — internal hexadecimal record identifier (e.g., "51826dca2d7638f89294ff21cb029c0a").

Each entry inside entities carries the EDGAR-registered attributes of one party to the filing: cik, companyName, irsNo, fiscalYearEnd, stateOfIncorporation, sic, tickers, and type. The entity tagged as the Subject additionally carries act (the Exchange Act designator, "34"), fileNo (the SEC file number assigned to the registrant's reporting class, e.g., "001-33008"), and filmNo (the EDGAR film number assigned to the accession). Two role suffixes appear on companyName: (Filed by) for the soliciting/filing party and (Subject) for the issuer whose securities are at issue. In the dominant self-filed pattern the same company appears twice in the entities array with the two distinct role suffixes — once with only the basic entity attributes and once enriched with act/fileNo/filmNo. When a third party files the PREC14C against another issuer's securities, the two entities differ in CIK, name, and identifiers, which is a reliable structural signal of a genuinely third-party contested situation.

The SGML <DOCUMENT> wrapper

Every document file inside an accession folder is preserved in its original EDGAR form, including the SGML <DOCUMENT> envelope that surrounds the HTML body. A typical PREC14C primary document opens as:

          1
          <DOCUMENT>
        

          2
          <TYPE>PREC14C
        

          3
          <SEQUENCE>1
        

          4
          <FILENAME>dprec14c.htm
        

          5
          <DESCRIPTION>PRELIMINARY INFORMATION STATEMENT
        

          6
          <TEXT>
        

          7
          <HTML><HEAD>
        

          8
          <TITLE>Preliminary Information Statement</TITLE>
        

          9
          </HEAD>
        

          10
           <BODY BGCOLOR="WHITE">
        

          11
          ...
        

          12
          </BODY></HTML>
        

          13
          </TEXT>
        

          14
          </DOCUMENT>
        

The header fields between <DOCUMENT> and <TEXT> — <TYPE>, <SEQUENCE>, <FILENAME>, <DESCRIPTION> — mirror the corresponding entry in metadata.json under documentFormatFiles, allowing cross-checking between the structured manifest and the physical file. The body inside <TEXT> is the HTML of the preliminary information statement or exhibit, with inline styling, tables, and formatting preserved as filed. The primary document filename is not standardized: filers commonly use dprec14c.htm, prec14c.htm, formprec14c.htm, or a filer-specific prefix. The authoritative reference is the <FILENAME> tag and, identically, documentFormatFiles[0].documentUrl in metadata.json.

Internal anatomy of the Schedule 14C information statement

The HTML body inside the primary document follows the long-established Schedule 14C layout. A typical PREC14C unfolds in the following order:

1. Cover page. Opens with the Schedule 14C heading — "SCHEDULE 14C INFORMATION — Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934" — followed by check-box rows indicating filing posture (Preliminary Information Statement; Confidential, for Use of the Commission Only; Definitive Information Statement) and fee posture ("No fee required", "Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11", or "Fee paid previously with preliminary materials"). A five-line fee-computation table follows, with rows for title of each class of securities, aggregate number of securities, per-unit price under Rule 0-11, proposed maximum aggregate value of transaction, and total fee paid. The issuer is identified verbatim "as specified in its charter", along with state of incorporation, IRS employer identification number, Commission file number, and principal executive office address.

2. Notice of stockholder action. A standalone page typically titled "NOTICE OF STOCKHOLDER ACTION TAKEN BY WRITTEN CONSENT" or similar, prominently reproducing the mandatory legend "WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY". The notice succinctly identifies the corporate action — for example, a charter amendment, a reverse stock split, a name change, a recapitalization, an authorization of additional shares, an equity-compensation plan adoption, or approval of a major transaction — and announces that the action has been or will be approved by written consent.

3. Signature attribution on the notice. Date line, board attribution ("By Order of the Board of Directors"), and an /s/ signature naming the signing officer and title (e.g., CEO, President, Secretary).

4. General Information section. States the record date used for determining holders entitled to receive the statement; describes the governing state-corporate-law authority under which written-consent action is permitted (most commonly the Delaware General Corporation Law, but also other states' equivalents); quantifies the issuer's outstanding voting securities by class (with share counts, voting power per class, and the aggregate percentage held by the consenting stockholders); and recites the Rule 14c-2 mandatory 20-calendar-day waiting period between mailing of the definitive information statement and effectiveness of the corporate action.

5. Description of the corporate action. Narrative section, often broken into subsections, explaining the substantive matter — the legal mechanics, the affected security classes, dilution or governance effects, conditions to effectiveness, the rationale offered by the board, and the timetable for implementation.

6. Interests of certain persons in matters to be acted upon. Disclosure of any interest of officers, directors, affiliates, or principal stockholders in the matter that differs from the interest of ordinary security holders, paralleling Item 5 of Schedule 14A.

7. Voting securities and principal holders. Tabular disclosure, when required, of beneficial ownership of voting securities by directors, named executive officers, and 5%-or-greater holders, frequently including the consenting stockholders that approved the action.

8. Dissenters' / appraisal rights. Statement explaining whether appraisal rights or dissenters' rights are available under the governing corporate law and, if so, the procedure and deadlines for perfecting them; or an explicit statement that no such rights apply.

9. Contested-solicitation context. Where the PREC14C designation is being used because of an opposing solicitation or competing proposal, the statement typically identifies the opposing party or proposal and explains the issuer's position. This is the disclosure element that most distinguishes PREC14C from a vanilla PRE 14C.

10. Incorporation by reference and "Where you can find more information". References to the issuer's Exchange Act filings (10-K, 10-Q, 8-K) that supplement the disclosure, plus instructions for obtaining them from EDGAR or directly from the issuer.

11. Exhibits and annexes. Charter-amendment text, plans of merger or reorganization, equity-plan documents, fairness opinions, voting agreements, or other supporting instruments — either embedded in the same HTML document as appended annexes or filed as separate sequence-numbered exhibits.

Optional exhibits and additional documents

When the filer submits exhibits, each appears in the accession folder as an additional .htm (occasionally .txt) file with its own SGML <DOCUMENT> wrapper and a corresponding entry in documentFormatFiles. The <TYPE> value distinguishes exhibits (e.g., EX-99.1, EX-3.1, EX-2.1, EX-10.1) from the primary PREC14C document, and the <DESCRIPTION> carries the filer's caption. Typical PREC14C exhibits include certificates of amendment to the charter, plans of merger or reorganization, voting agreements between the issuer and consenting holders, fairness opinions, equity-compensation plan documents, and form letters of transmittal. In the minimal case there is no separate exhibit at all and the accession folder contains only the primary information statement plus metadata.json.

Included content vs. excluded content

Each record packages the JSON metadata together with the full text of every non-image document in the original EDGAR submission, preserved in its native SGML-wrapped HTML (or, for very early filings, ASCII) form. The deliberate exclusion is image content: GIF, JPG, and PNG attachments that EDGAR accepted as part of the submission (signature graphics, corporate seals, charts, deal-structure diagrams) are removed during packaging. The full-submission .txt bundle that EDGAR serves at linkToTxt is not duplicated into the folder as a separate file; the structured manifest and the per-document HTML files together carry the substantive content, and the bundle URL remains available for callers that want the original concatenated SGML.

The dataset boundary is also temporal: each record is one accession. Subsequent definitive filings (DEFC14C, DEF 14C), amendments, or related contested-proxy filings (PREC14A, DEFC14A) made under different accessions are separate records — and, where their form code lies outside PREC14C, are not part of this dataset at all, even when they directly succeed the PREC14C in the same matter.

Evolution from 1994 through the present

Schedule 14C's disclosure requirements have been comparatively stable since the original adoption of Regulation 14C, so the substantive anatomy of a PREC14C information statement has changed less than that of registration statements or periodic reports. The most material evolution affects presentation rather than content:

• 1994 through the late 1990s. EDGAR's earliest PREC14C submissions are plain ASCII text files conforming to the SGML submission format. The information statement appears as unstyled text with fixed-width tables and uppercase headings; the <DOCUMENT> wrapper is identical in structure to later filings, but the <TEXT> body is ASCII rather than HTML.
• Late 1990s through mid-2000s. EDGAR transitioned to accepting HTML documents inside the SGML envelope. PREC14C filings increasingly appear as HTML with inline styling, table elements, and richer typography, while the SGML header fields remain unchanged.
• Mid-2000s through present. HTML is essentially universal, frequently produced by financial-printing platforms that generate consistent cover-page layouts. Fee-computation references have been updated as the SEC modernized Rule 0-11 and the fee-rate schedule, and the check-box rows on the cover page have been adjusted in line with rule amendments (for example, refinements to the "Fee paid previously with preliminary materials" wording).

Across the entire span, the SGML <DOCUMENT> wrapper and its header fields (<TYPE>, <SEQUENCE>, <FILENAME>, <DESCRIPTION>) have remained stable, which is what allows the dataset's manifest schema to apply uniformly to records from 1994 onward.

Interpretation and extraction notes

• Filer-equals-subject is the dominant pattern. Most PREC14C filings are made by the issuer about its own securities, producing two entities entries that share CIK and company name and differ only by the (Filed by) versus (Subject) suffix and by the presence of act/fileNo/filmNo on the Subject. A genuine third-party contested solicitation produces two entities with distinct CIKs — the structural cue for downstream classification.
• Primary-document filename is not standardized. Code should not assume a fixed filename such as prec14c.htm. The reliable references are documentFormatFiles[0].documentUrl in metadata.json and the <FILENAME> field in the SGML wrapper.
• Preliminary status. PREC14C is by definition preliminary. The corporate action described may be revised, abandoned, or recharacterized between the preliminary filing and the definitive filing (DEFC14C, or DEF 14C if the contested character disappears). A PREC14C record should be read as a snapshot of intended disclosure at the preliminary stage, not as the final word on the action. Tracking the matter through to effectiveness requires joining to the issuer's later DEFC14C / DEF 14C and any related 8-K announcements.
• Schedule 14C vs. Schedule 14A overlap. Several items of Schedule 14C disclosure (notably interests of certain persons and voting securities/principal holders) cross-reference Schedule 14A. Filers frequently lift these subsections almost verbatim from their proxy disclosures, which is a useful anchor for cross-document text matching.
• Fee table as a structured artifact. The five-line fee-computation table on the cover page is the most consistently parseable tabular element across filings and is the best anchor for programmatic extraction of the transaction-value disclosure when the action involves a fee. When "No fee required" is checked the table is typically left empty or populated with dashes.
• Image absence affects visual fidelity. Because image files are excluded, signatures shown as scanned graphics on the original do not appear in the dataset; the /s/ typewritten signature line in the HTML body is the surviving signature evidence. This does not affect the legal record (EDGAR's original retains the images) but it does affect any rendering that attempts to reproduce the document visually.
• One accession is the only granularity. There is no sub-record decomposition. Extraction of items (record date, consenting-stockholder percentage, governing-state law, action type, fee table, dissenters' rights) is the consumer's responsibility and must be performed against the HTML body of the primary document.

Who Files or Publishes This Dataset, and When

Who files the record

The filer of a Form PREC14C is the issuer of the securities on which corporate action is being taken — never a dissident, contestant, or third-party solicitor. The obligation runs only to the corporation whose holders are being informed of the action.

Included filers:

• Exchange Act reporting companies with a class of securities registered under Section 12, which triggers the information-statement duty in Section 14(c) when corporate action is authorized without soliciting proxies from all holders.
• Domestic operating companies with a controlling or majority-consenting holder. These are the typical filers, often in change-of-control, recapitalization, reverse-split, charter-amendment, or merger contexts.
• Investment companies subject to Section 14(c). Eligible in theory, rare in practice; contested fund matters more often surface on Schedule 14A.

Excluded from this filing path:

• Foreign private issuers, which are exempt from Sections 14(a), 14(b), 14(c), 14(f), and 16 under Rule 3a12-3(b) and instead furnish proxy and information material via Form 6-K.
• Opposing solicitors, activists, and rival bidders, whose disclosures live under Regulation 14A (e.g., PREC14A, DEFC14A, Rule 14a-12), Regulation 13D-G, or Regulation 14D/14E — not Schedule 14C.

When the record is created or required

PREC14C filings are event-driven, not periodic. A record is generated when all of the following coincide:

1. The issuer is subject to Section 14(c) of the Exchange Act.
2. Corporate action is being authorized without a meeting at which proxies are solicited from all holders — typically by written consent of a majority voting block.
3. The action is one that, under Section 14(a), would otherwise require a proxy statement.
4. The matter is contested (competing proposals, opposing solicitations, or adversarial holder activity). The "C" suffix marks this status and distinguishes the filing from a non-contested PRE 14C.
5. The filing is the preliminary version, submitted before any definitive mailing.

Two timing rules drive when the filing appears:

• Rule 14c-5 — Preliminary copies must be filed with the Commission at least 10 calendar days before definitive copies are sent to holders. PREC14C is the form that populates this pre-mailing review window.
• Rule 14c-2 — The definitive information statement must reach holders at least 20 calendar days before the corporate action is taken. PREC14C feeds into that downstream mailing.

Amendments responsive to staff comments are filed as additional PREC14C submissions until the definitive version (DEFC14C, or DEF 14C if the contested status falls away) is mailed. Many reporting companies never file one; some file multiple amendments within a single transaction.

The substantive content set is Schedule 14C, which incorporates the relevant transactional items from Schedule 14A, tailored to a non-solicitation context. The full Regulation 14C framework — Rules 14c-1 through 14c-7 — governs definitions, the holder-mailing duty (14c-2), annual report content where applicable (Rule 14c-3), presentation (Rule 14c-4), filing mechanics (14c-5), antifraud (Rule 14c-6), and holder-list and mailing procedures (Rule 14c-7).

Important distinctions

• Issuer, not contestant. Dissidents and rival bidders in the same dispute file under Regulation 14A or tender offer rules, never on Schedule 14C.
• Schedule 14A vs. Schedule 14C. Schedule 14A applies when the issuer is soliciting proxies, consents, or authorizations; Schedule 14C applies when action proceeds without such solicitation, usually because a controlling holder has consented in writing. Section 14(c) prevents avoidance of disclosure by skipping a proxy solicitation.
• PRE vs. PREC. "PRE" denotes the preliminary version under the Rule 14c-5 10-day SEC review window. "C" flags a contested context, mirroring PREC14A and DEFC14A under the proxy rules. The four Schedule 14C variants on EDGAR are PRE 14C, PREC14C, DEF 14C, and DEFC14C.
• Structural scarcity. Because Schedule 14C is used precisely when a majority holder has already consented, true contests are uncommon. The PREC14C population is small relative to PRE 14A or PREC14A.
• Foreign private issuers and most registered funds sit outside this filing path under Rule 3a12-3(b) or by practical disuse.
• Related filings. PREC14C activity often accompanies Form 8-K Item 5.07 disclosures, Schedule 13D amendments by controlling holders, merger proxy materials, or Schedule TO filings, depending on the underlying transaction.

How This Dataset Differs From Similar Datasets or Filings

PREC14C sits at the intersection of three axes:

• Preliminary vs. definitive (the "PRE" prefix)
• Contested vs. non-contested (the "C" suffix)
• Information statement under Regulation 14C (no vote requested; action approved by written consent) vs. proxy solicitation under Regulation 14A (vote sought from holders)

Every closely related form differs from PREC14C on one or more of these axes. The comparisons below are ordered from nearest to most distant.

PRE14C — Preliminary Information Statement (non-contested)

Same axis position as PREC14C on two of three dimensions: preliminary, and a Schedule 14C information statement filed at least ten calendar days before mailing. Differs only on the contested axis. PRE14C is the high-volume default used when a majority or controlling holder consents to a corporate action without opposition. PREC14C is reserved for the rare case in which a competing or opposing solicitation exists alongside the written-consent action, triggering contested-solicitation review.

DEFC14C — Definitive Contested Information Statement

Same contested 14C subject matter as PREC14C; differs only on the preliminary/definitive axis. DEFC14C is the version actually distributed to security holders after the preliminary review window closes and any staff comments are resolved. Use PREC14C to observe the earliest public signal and any drafting changes; use DEFC14C for the operative, distributed document.

DEF14C — Definitive Information Statement (non-contested)

Differs from PREC14C on two axes simultaneously: definitive rather than preliminary, and non-contested rather than contested. It is the most common Schedule 14C filing and serves as the universe-level baseline against which the small PREC14C population can be benchmarked.

PREC14A — Preliminary Contested Proxy Statement

The 14A analogue of PREC14C and the form most often confused with it because of the shared "PREC" stem. Same position on the preliminary and contested axes, but a proxy solicitation seeking a vote rather than an information statement covering an action already approved by written consent. Because contests typically arise where a vote is required, PREC14A/DEFC14A absorb the overwhelming majority of contested Schedule 14 filings, leaving PREC14C as a small residual.

DEFC14A — Definitive Contested Proxy Statement

The high-volume contested filing analyzed in most proxy-contest research. Differs from PREC14C on the preliminary/definitive axis and the 14C-vs-14A axis. Appropriate source for voting contests, dissident campaigns, and board-election fights; PREC14C is not a substitute because no vote is being solicited.

PRE14A — Preliminary Non-Contested Proxy Statement

Differs from PREC14C on the contested axis and the 14C-vs-14A axis, but shares the preliminary stage and ten-day review window. Useful as a comparison point for the "preliminary then definitive" cadence rather than for substantive overlap.

8-K — Current Report

Event-driven, short-form current report due within four business days for a closed list of reportable items. Subject matter overlaps because many of the corporate actions disclosed in a Schedule 14C information statement — mergers, charter amendments, reverse splits, name changes, board changes, asset sales — also trigger 8-K items (commonly 1.01, 2.01, 3.03, 5.02, 5.03, 5.07). Differences are structural: 8-K has no preliminary review window, no prescribed Schedule 14C content, and no mailing obligation; it is filed by nearly every reporting company. PREC14C is the narrow contested-information-statement filter; 8-K is the broad event net.

Boundary summary

PREC14C is defined by the simultaneous presence of all three conditions: a Section 14(c) information statement (no vote requested), a preliminary filing stage, and a contested-solicitation flag. Relaxing any single condition points to a different, larger dataset:

• Drop contested → PRE14C (preliminary non-contested information statement).
• Drop preliminary → DEFC14C (definitive contested information statement).
• Drop 14C → PREC14A (preliminary contested proxy statement).
• Drop the Schedule 14 framework entirely → many of the same underlying events appear in 8-K, without the prescribed information-statement disclosures.

Because the three conditions rarely co-occur, PREC14C is one of the smallest Schedule 14-family populations on EDGAR. Its value lies in that narrowness: it isolates controlling-holder written-consent actions that nonetheless face a competing solicitation — a governance scenario distinct from both an uncontested information statement and a contested proxy vote, and not interchangeable with any neighboring dataset above.

Who Uses This Dataset

The Form PREC14C Files dataset draws a tightly defined set of users across deal law, proxy strategy, governance research, event-driven investing, regulation, and AI tooling. Each group keys on a different slice of the record: metadata.json identifiers, the cover page, the corporate-action description, the contested-solicitation identification, the record date, and the exhibits.

M&A and activist-defense lawyers

Securities and transactional counsel use the corpus as precedent for drafting PREC14C statements when a written-consent action collides with an opposing solicitation. They mine the corporate-action description (merger, charter amendment, reverse split, going-private step, recapitalization), the legal grounds for proceeding under 14C rather than 14A, the identification of the contesting party, and the exhibits attaching consent, voting, and merger agreements. Outputs: drafting precedents, fairness-of-process arguments, and defensive playbooks for lock-in structures.

Proxy solicitors and contest-strategy advisers

Solicitation firms map the operational mechanics: consenting majority holder, record date, notice period before definitive mailing, and how the opposing solicitation is characterized. They pull record-date and shareholder-identification language from the cover page and body, timing fields from metadata.json, and cross-references to concurrent 14A activity. Outputs: timeline reconstructions, contest-defense memos, and tactical calls on whether to challenge the information statement or accelerate a counter-solicitation.

Governance analysts and stewardship teams

Stewardship and governance research teams at large asset managers, pension funds, and proxy advisory firms use the dataset to flag portfolio companies that pushed material actions through majority written consent over an opposing campaign. The corporate-action description, the named contesting party, and the matter approved without a full vote feed voting-policy reviews, engagement letters, and red-flag lists. They also benchmark how often majority-consent structures correlate with later litigation or governance downgrades.

Event-driven hedge funds and merger-arb desks

Event-driven analysts treat PREC14C filings as early signals of a non-standard approval path under active opposition. They use the corporate-action description, consenting-holder identity, record date, and implied closing timeline to size positions around the 10-day staff-review window before a definitive 14C mails. Exhibits (merger agreements, written consents, lock-ups) feed deal-break and deal-spread models.

Governance researchers and academics

Empirical researchers studying contested control, dual-class structures, and consent-based governance use the full EDGAR history from June 1994 forward as a clean population sample. The corpus is small enough to hand-code yet structured for systematic analysis. They extract CIK and issuer identifiers from metadata.json, classify the corporate action, code the contesting party, and link outcomes to subsequent definitive filings, litigation dockets, and price reactions.

Financial data vendors

Corporate-action and event-data teams ingest PREC14C filings to extend contest-event coverage. They parse metadata.json for accession number, CIK, filer identifiers, and timestamps, then tag event type from the description and exhibit list and link each PREC14C to related PRE 14A, DEFC14C, DEFM14A, SC 13D/A, and 8-K filings. The output feeds contest histories, event timelines, and corporate-action feeds for downstream subscribers.

SEC Corporation Finance and enforcement staff

Staff in the Division of Corporation Finance, including the Office of Mergers and Acquisitions, and enforcement reviewers use the historical corpus to benchmark disclosure adequacy during the 10-day pre-mailing review. They examine the corporate-action description, contested-solicitation identification, exhibits, and parallel 14A references for completeness, accuracy, and anti-fraud consistency. The dataset supports comment-letter drafting, filer history comparisons, and detection of recurring drafting deficiencies.

Litigation-support paralegals and forensic researchers

Paralegals at plaintiffs' firms, defense counsel, and independent investigators use the PREC14C as an anchor document, then trace forward to the definitive information statement and backward to consent agreements, 13D filings, and board minutes referenced in the exhibits. Entry points are the cover page, record date, and exhibit index. Output: chronology binders, exhibit lists, and document productions for fiduciary-duty, appraisal, and disclosure-based litigation.

Compliance and disclosure consultants

Filer-side compliance officers and disclosure consultants study how peers have structured PREC14C disclosures under anticipated or active opposition. They focus on cover-page format, the depth of the corporate-action description, the characterization of the contesting party, and standard exhibits. Output: filer-readiness checklists, disclosure templates, and pre-filing reviews aimed at minimizing staff comments during the 10-day window.

LLM and RAG developers

Teams building retrieval-augmented systems for legal research, governance analytics, and corporate-action question answering use the corpus as a small, high-purity set for fine-tuning and evaluation. The bounded size and narrow topic make it well suited for training extractors that identify the corporate action, contesting party, record date, and exhibit types, and for evaluating retrieval on rare-event filings that general models handle poorly.

Specific Use Cases

The use cases below tie directly to specific record components — metadata.json fields, Schedule 14C sections inside the primary HTML document, and the exhibits packaged in each accession folder.

Drafting precedent search for written-consent actions facing opposition

Securities counsel preparing a new PREC14C use the corpus as a precedent library. They scan the corporate-action description section and the contested-solicitation paragraphs across historical filings to pull drafting language for charter amendments, reverse splits, going-private steps, and merger approvals where a competing solicitation existed. The exhibit list in documentFormatFiles (EX-2.1 merger agreements, EX-3.1 charter amendments, EX-10.1 voting agreements) surfaces standard attachment patterns to mirror.

Contest-event timeline reconstruction

Event-data vendors and merger-arb desks build per-issuer contest timelines by anchoring on filedAt in metadata.json, then computing the earliest possible definitive-mailing date (preliminary + 10 calendar days under Rule 14c-5(a)) and earliest effectiveness date (definitive mailing + 20 calendar days under Rule 14c-2(b)). Joining each PREC14C accession to the issuer's subsequent DEFC14C, DEF 14C, and 8-K filings via entities[].cik yields a closed timeline from preliminary disclosure to corporate-action effectiveness.

Detecting genuine third-party contested filings

Governance researchers and regulatory staff separate self-filed PREC14Cs from true third-party contests by comparing CIKs across the entities array. Two entries with identical CIK but (Filed by) versus (Subject) suffixes mark a self-filed action; distinct CIKs on the two entries mark a third-party filer targeting another issuer. This single structural check produces a clean subset for studies of insurgent campaigns under Section 14(c).

Extracting the corporate-action and consenting-holder profile

Stewardship teams and academic researchers parse the General Information and "Description of the corporate action" sections to extract record date, governing state corporate law, consenting-stockholder percentage, and action type. Combined with entities[].sic, stateOfIncorporation, and tickers from metadata.json, the extracted fields feed studies of how majority-consent structures correlate with industry, incorporation state, or subsequent litigation and price reactions.

Fee-table and transaction-value mining

Analysts extract the five-line fee-computation table from the cover page — title of class, aggregate securities, per-unit price under Rule 0-11, proposed maximum aggregate value, and total fee paid — to recover implied transaction sizes for the deals being approved by written consent. The table is the most consistently parseable element across filings and supports value-weighted statistics across the contested-14C population.

Fine-tuning and evaluation set for rare-form extractors

LLM and RAG teams use the bounded PREC14C corpus as a high-purity evaluation set for extractors that must identify the corporate action, contesting party, record date, dissenters'-rights statement, and exhibit types. The small size makes hand-labeling feasible; the SGML <DOCUMENT> wrapper and documentFormatFiles manifest provide ground-truth document boundaries; and the rare-form character stresses retrieval pipelines that overfit to high-volume filings such as Form 10-K and DEF 14A.

Litigation chronology and exhibit tracing

Litigation-support paralegals use a PREC14C as an anchor in fiduciary-duty, appraisal, and disclosure cases. They lift the record date and consenting-holder identities from the General Information section, pull voting agreements and merger agreements from the EX-99 / EX-2 / EX-10 exhibits in the accession folder, and trace forward via entities[].cik to the issuer's DEFC14C, related SC 13D/A, and 8-K filings to assemble exhibit binders and disclosure chronologies.

Dataset Access

Dataset Index JSON API: https://api.sec-api.io/datasets/form-prec14c-files.json

This endpoint returns the dataset's metadata, including the name, description, last updated timestamp, earliest sample date (1994-06-01), total record and size counters, covered form types (PREC14C), container format (ZIP), included file types (TXT, JSON, HTML), the full dataset download URL, and the complete list of container files. Each container entry includes its S3-style key, size, record count, last updated timestamp, and direct download URL. This endpoint does not require an API key and can be polled to detect which containers were modified in the most recent refresh run, allowing you to incrementally download only the containers that changed.

Example response:

          1
          {
        

          2
            "datasetId": "1f13365b-9ae0-6a13-81cf-b45352641a85",
        

          3
            "datasetDownloadUrl": "https://api.sec-api.io/datasets/form-prec14c-files.zip",
        

          4
            "name": "Form PREC14C Files Dataset",
        

          5
            "updatedAt": "2026-04-15T18:26:51.349Z",
        

          6
            "earliestSampleDate": "1994-06-01",
        

          7
            "totalRecords": 67,
        

          8
            "totalSize": 1152674,
        

          9
            "formTypes": ["PREC14C"],
        

          10
            "containerFormat": "ZIP",
        

          11
            "fileTypes": ["TXT", "JSON", "HTML"],
        

          12
            "containers": [
        

          13
              {
        

          14
                "downloadUrl": "https://api.sec-api.io/datasets/form-prec14c-files/2026/2026-03.zip",
        

          15
                "key": "2026/2026-03.zip",
        

          16
                "size": 118432,
        

          17
                "records": 3,
        

          18
                "updatedAt": "2026-04-15T18:26:51.349Z"
        

          19
              }
        

          20
            ]
        

          21
          }
        

Download Entire Dataset: https://api.sec-api.io/datasets/form-prec14c-files.zip?token=YOUR_API_KEY

Downloads the full dataset as a single ZIP archive containing all monthly container files since June 1994. Each filing inside is stored as the original EDGAR submission documents (TXT and HTML) along with a JSON metadata file. This endpoint requires an API key.

Download Single Container: https://api.sec-api.io/datasets/form-prec14c-files/2026/2026-03.zip?token=YOUR_API_KEY

Downloads one monthly container ZIP file instead of the full dataset, useful for incremental updates based on the containers array of the index. This endpoint requires an API key.

Frequently Asked Questions

What form does this dataset cover?

The dataset covers EDGAR form type PREC14C — the preliminary version of a Schedule 14C information statement filed in a contested-solicitation context. The "PRE" prefix marks the preliminary stage and the embedded "C" before "14C" marks the contested status; the definitive successor on EDGAR is DEFC14C (or DEF 14C if the contested character disappears between preliminary and definitive).

What does one record in this dataset represent?

One record is a single EDGAR accession of Form PREC14C — one filing event identified by a unique SEC accession number. It is packaged as an accession-named folder containing every non-image document in the original submission plus a structured metadata.json summary. Records are not decomposed further into individual proposals, exhibits, signatories, or table rows.

Who is required to file Form PREC14C?

The filer is always the issuer of the securities on which corporate action is being taken — typically a domestic operating company with a controlling or majority-consenting holder. Dissidents, rival bidders, and other opposing solicitors do not file on Schedule 14C; their disclosures live under Regulation 14A, 13D-G, or 14D/14E. Foreign private issuers are exempt under Rule 3a12-3(b) and furnish equivalent material via Form 6-K.

When is a PREC14C filing triggered?

PREC14C filings are event-driven, not periodic. They are triggered when a Section 14(c) issuer authorizes a corporate action without soliciting proxies — typically by written consent of a majority voting block — and the matter is contested by a competing proposal or opposing solicitation. Under Rule 14c-5, preliminary copies must be filed at least 10 calendar days before definitive copies are sent to holders.

What time period does the dataset cover?

The dataset begins with the earliest PREC14C filings on EDGAR in June 1994 and is refreshed as new filings are accepted. The schema and SGML <DOCUMENT> wrapper have remained stable across the entire span, so the manifest format applies uniformly from 1994 onward.

What file format is the dataset distributed in?

The dataset is distributed as monthly ZIP containers named YYYY/YYYY-MM.zip. Inside each container, accession-named folders hold the SGML-wrapped HTML primary information statement, any exhibit documents (HTM/HTML, occasionally TXT), and a metadata.json manifest. Image attachments (GIF, JPG, PNG) from the original EDGAR submission are deliberately excluded.

How does this dataset differ from PRE14C and PREC14A?

PRE14C is the non-contested counterpart filed when no opposing solicitation is present; it is the high-volume default and differs from PREC14C only on the contested axis. PREC14A is the proxy-solicitation analogue under Regulation 14A — same preliminary and contested posture, but a vote is being sought from holders rather than action taken by written consent. PREC14C uniquely isolates the case where all three conditions co-occur: preliminary stage, contested status, and information-statement (no-vote) posture.