Consent Solicitation

DEFINITION of 'Consent Solicitation'

The process by which a security's issuer proposes changes to the material terms of the security agreement, to investors who hold a stake in the security. A consent solicitation is usually a request for permission to make a change in the terms of the security agreement, since mutual consent is required for any changes.

BREAKING DOWN 'Consent Solicitation'

A consent solicitation usually states a specific date by which stakeholders must respond. The security issuer may enact changes if the required number or percentage of stakeholders agrees to the change(s). If less than the required percentage of stakeholders agrees to the changes, the measure fails and the changes cannot be enacted.


A common example of consent solicitation occurs within the bond market. If the original terms of the indenture are no longer in the best interest of the issuer and bond holders (affecting the viability of the bond issue) the issuer may approach the bond holders through a consent solicitation statement. Bond holders who consent to the changes may receive a consent payment. Consent solicitations typically must be filed with the U.S. Securities and Exchange Commission (SEC).

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