Tender Offers

News & Analysis as of

DOJ and SEC Announce Parallel Action Against Former Investment Banking Analyst and Two Individuals for Alleged Involvement in...

On August 25, the DOJ unsealed an indictment charging three defendants each with (i) one count of conspiracy to commit securities and tender offer fraud; (ii) 13 counts of securities fraud; (iii) 13 counts of tender offer...more

Mexico’s Energy Industry - Final Model Contract and Bidding Guidelines Published for Ronda Uno, Second Tender

On August 25, 2015, the Comisión Nacional de Hidrocarburos (CNH) published the final form of the Bidding Guidelines (“Guidelines”) and the Model Production Sharing Contract (PSC) for the Second Tender initially published on...more

Straight Outta Delaware: JLI Invest S.A. et al. v. Cook et al.

As soon as we start to think that Delaware’s unclaimed property practices and administration couldn’t possibly get any more egregious, another lawsuit like JLI Invest S.A. et al. v. Cook et al., Case No. 11274 surfaces. The...more

Glossary of Important Securities Regulation Terms and Definitions

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

The Impact of Newman on SEC Enforcement: Part IV

This is the fourth segment of a five part series discussing the impact of the Second Circuit’s ruling in Newman on SEC insider trading cases. Post Newman SEC Actions (continued) - 2. Administrative proceedings...more

Significant Changes Proposed to Canada’s Take-Over Bid Laws: Advantage Shifts to Target Companies

The highly anticipated amendments to the take-over bid regime in Canada have now been released by the Canadian Securities Administrators (CSA). The CSA had previously outlined the general nature of these proposed changes in a...more

Update: Mexico’s Ronda Uno

On April 30, 2015, the Comisión Nacional de Hidrocarburos (CNH) released a revised version of the Bidding Guidelines for the First Tender published on December 11, 2014. This first tender seeks to auction fourteen (14)...more

Acquiring a US Public Company: An Overview for the Non-US Acquirer

In This Issue: - Introduction - The US M&A Market - Friendly or Hostile? Deciding on the Approach to a Target - The Basics: Transaction Structures A. One-Step: Statutory Merger B....more

"French M&A: More Proactive Boards Could Improve Tender Offer Process"

Because many publicly listed companies in France have significant or controlling shareholders, public tender offers have the potential to create conflicts of interest within the board room. These conflicts arise whether the...more

Fundamental Changes to Take-over Bid Regime One Step Closer With Release of Draft Amendments

On March 31, 2015, the Canadian Securities Administrators (CSA) released draft amendments to Canada’s take over bid regulatory regime. As previously announced by the CSA in September 2014, the amendments will increase the...more

Co-Bidder Status in Tender Offers

The recent Allergan litigation in California District Court involved the allegation that Pershing Square Capital Management, LP (together with certain of its affiliates, “Pershing Square”) had violated the prohibition, under...more

Inside The Courts - March 2015 | Volume 7 | Issue 1

In This Issue: - U.S. SUPREME COURT: ..Gelboim v. Bank of Am. Corp., No. 13-1174 (U.S. Jan. 21, 2015) - DEMAND FUTILITY: ..Arduini v. Hart, No. 12-15750 (9th Cir. Dec. 17, 2014) - EXCHANGE...more

Review Of Authority's Decision To Cancel Tender Process

In Croce Amica One Italia Srl v Azienda Regionale Emergenza Urgenza [2014] EUECJ Case C-440/13, 11 December 2014, the European Court of Justice ruled that EU Member States can grant public authorities broad discretion to...more

SEC Staff Issues New Guidelines for Abbreviated Debt Tender Offers

On January 23, 2015, the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) issued revised guidance as to when a debt tender offer may be open for fewer than 20 business days....more

This Week In Securities Litigation

The Commission resolved its actions against the PRC based affiliates of five major accounting firms for failure to produce audit work papers. The settlement contains a series of procedures designed to facilitate production in...more

SEC Issues New Debt Tender Offer Guidance

On January 23, the Securities and Exchange Commission’s Division of Corporate Finance issued a no-action letter (New Letter) that (1) substantially revises prior guidance relating to debt tender offers and (2) expands the...more

Corporate and Financial Weekly Digest - Volume X, Issue 5

In this issue: - SEC Advisory Committee on Small and Emerging Companies to Discuss “Accredited Investor” Definition - Glass Lewis Enhances its Pay-for-Performance and Equity Plan Models - SEC Issues New...more

Expediting Debt Tender and Exchange Offers

In late January, the SEC’s Division of Corporation Finance issued a no-action letter that significantly expedites non-investment grade debt security tender and exchange offers and eases certain other restrictions. With so...more

Flexibility for Debt Refinancings – New SEC No-Action Letter

The SEC staff issued a no-action letter recently that will allow some companies to refinance their debt using tender and exchange offers shorter than the 20 business days required in the tender offer rules. The letter extends...more

"Risk Retention Rules Impact Registered Fund Tender Option Bond Financings"

In October 2014, several regulatory agencies approved final rules to implement the risk retention requirement mandated by Section 941 of the Dodd-Frank Act. (See "Regulators Adopt Final Risk Retention Rules for Asset-Backed...more

SEC Issues Guidance for Shorter Debt Tender Offers

On January 23, 2015, the Staff of the U.S. Securities and Exchange Commission (the “SEC”) issued a no-action letter that allows certain tender offers for non-convertible debt securities to remain open for five business days,...more

SEC to Allow Abbreviated Tender or Exchange Offers for Non-Convertible Debt Securities

On January 23, 2015, the Securities and Exchange Commission (SEC) granted no action relief in response to a letter submitted on behalf of a consortium of law firms seeking relief from rules regarding the length of time that...more

SEC Staff Revises Guidance on Shortened Debt Tender Offers, Expands Guidance to Cover Tender Offers for High-Yield Debt and...

The staff of the Securities and Exchange Commission recently issued a no-action letter that substantially revises its long-standing guidance for shortened tender offers for non-convertible debt securities. The letter permits...more

SEC Shortens Tender Offer Period for Issuers of Nonconvertible Debt

On January 23, 2015, the Securities and Exchange Commission (SEC) Staff issued a no-action letter that would allow issuers to conduct tender offers for their nonconvertible debt securities in a period of only five business...more

New Five Business Day Timeline for Debt Tender or Exchange Offers

On January 23, 2015, the Staff of the US Securities and Exchange Commission issued a no-action letter (the “No-Action Letter”) providing that it would not recommend enforcement action with respect to a five business day...more

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