News & Analysis as of

Tender Offers Securities & Exchange Commission

Fake News, Fake Tender Offer, Yields SEC, DOJ Charges

by Dorsey & Whitney LLP on

The Commission brought an enforcement action, in conjunction with the Manhattan U.S. Attorney’s Office, charging Robert Murray with conducting a fake tender offer using fake news. The purpose was to manipulate the share price...more

Developments in Disclosure of Financial Advisor Fees in M&A Transactions

by Dechert LLP on

Recent developments, including the U.S. Securities and Exchange Commission settlement with CVR Energy and related SEC Staff guidance, reinforce a trend towards more extensive disclosure of financial advisor fees in M&A...more

Interval Funds - at the Intersection of Liquidity, Transparency, and Valuation DLA Piper's handbook

by DLA Piper on

As yet another demonstration of the investment management industry's ability to develop products to meet the demands of investors and their advisers, we have the "interval fund." These funds are SEC-registered closed-end...more

Exchange Act Sections 13(d), 14(d) and 16(a): A New SEC Focus?

by Dorsey & Whitney LLP on

The Exchange Act requires that certain disclosures be made by significant shareholders and those seeking to make a tender offer. Section 13(d), for example, requires those acquiring a stake of 5% or more to make certain...more

SEC and Drugmaker Allergan Reach Settlement over M&A Disclosure Violations

by Dechert LLP on

The U.S. Securities and Exchange Commission and drugmaker Allergan settled claims that Allergan failed to disclose negotiations with third parties following the announcement of a hostile tender offer by Valeant and co-bidder...more

New SEC Guidance on Five Business Day Debt Tender and Exchange Offers

by White & Case LLP on

On November 18, 2016, the Securities and Exchange Commission ("SEC") published several new compliance and disclosure interpretations ("C&DIs") that provide guidance on the abbreviated tender and exchange offers no-action...more

Guidance Provided by SEC on Abbreviated Debt Tender Offers

by Dorsey & Whitney LLP on

On November 18, 2016, the SEC’s Division of Corporation Finance issued a set of compliance and disclosure interpretations (“C&DIs”) pertaining to abbreviated debt tender offers, which were the subject of an SEC no-action...more

SEC Settles Insider Trading Action With Corporate Controller

by Dorsey & Whitney LLP on

The Commission filed another settled insider trading action. The case centered on a tender offer by Koch Industries, Inc. for Oplink Communications, Inc., announced before the market opened on November 19, 2014. Following the...more

"Sanctions in Takeover Situations: Navigating Regulatory Hurdles"

The U.S. government frequently uses sanctions as a key tool in pursuing its foreign policy agenda. As a result, transactions involving sanctioned individuals and entities (Sanctioned Persons) are often prohibited. The...more

SEC Settles Insider Trading Action With Corporate Executive

by Dorsey & Whitney LLP on

Insider trading has long been a staple of SEC enforcement. The agency has brought a number of actions against corporate executives who have abused their position by using inside information entrusted to them for personal gain...more

Tippee of Broker Resolves Insider Trading Charges with SEC

by Dorsey & Whitney LLP on

The SEC filed its second action tied to illegal tipping by brokerage firm registered representative Kevin Dowd. The first was SEC v. Dowd, Civil Action No. 3:13-cv-00494 (D. N.J. ) filed in January 2013. The second is SEC v....more

Dress Barn Finance Department Yields Another SEC Insider Trading Action

by Dorsey & Whitney LLP on

The SEC filed another insider trading action as an administrative proceeding – a continuing trend. This action may also represent another trend – it is the second which names as a Respondent a member of the finance department...more

Corporate Governance Alert (US): The Menace of the Mini Tender

by DLA Piper on

A perfectly legal, but on its face very predatory, practice is increasingly hitting major public companies and likely confusing and taking advantage of their small individual investors: the “mini” tender offer. Thus far, the...more

Post-Newman Reality: Investigations Involving Unwitting “Tips” to Close Friends and Relatives Will Continue

by King & Spalding on

Earlier this week, the United States Supreme Court declined to hear the federal government’s appeal of the ruling by the Court of Appeals for the Second Circuit in U.S. v. Newman. This leaves intact the Second Circuit’s quid...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

by Dorsey & Whitney LLP on

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

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

by Dorsey & Whitney LLP on

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

by Shearman & Sterling LLP on

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

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

by McGuireWoods LLP on

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...

by Bracewell LLP on

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

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