Table of Contents:
I. Executive Summary and Background
II. Discussion of Proposals:
A. Overview of the Regulatory Schemes
B. Expand Communications Permitted in Tender Offers and
1. Overview and General Considerations
2. Eliminate Restrictions on Pre-filing Communications
3. Waiting Period and Post-Effective Period Communications
4. Alternative Communications Proposals
5. Free Communications Under the Securities Act
6. Free Communications Under the Proxy Rules
a. Expand Rule 14a-12 Safe Harbor
b. "Test the Waters" Proxy Solicitations
c. Eliminate Confidential Treatment of Merger Proxies
d. Timing of Filings
7. Free Communications Under the Tender Offer Rules
a. Disclosure Triggering Commencement
b. Methods to Disseminate an Offer
C. Permit Exchange Offers to Commence On Filing
1. Early Commencement
2. Dissemination of a Supplement and Extension of the Offer
3. Tenders into an Offer Exempt from Sale Requirements of the Securities Act
D. Integrate and Streamline the Disclosure Requirements
1. Subpart 1000 of Regulation S-K ("Regulation M-A") and
2. Streamline Disclosure Requirements and Improve Disclosure
a. "Plain English" Summary Term Sheet
b. Revise Item 14 of Schedule 14A to Clarify Requirements
c. Reduce Financial Statements Required for Non-Reporting
d. Registration Statement Form for Business Combinations
E. Update the Tender Offer Rules
SEC_CODE_REF_0090001192884
1. Permit Securities to be Tendered During a "Subsequent
2. Clarify the Financial Information Required for Bidders in Cash
a. When the Bidders Financial Statements are Required in
b. Content of Bidders Financial Statements in Cash Tender
c. Bidders Source of Funds
d. Pro Forma Financial Information in Two-Tier Transactions
3. Clarify the Requirement that a Target Report Purchases of its
4. Harmonize the Tender Offer and Proxy Rules Relating to the
5. Revise and Redesignate the Rule Prohibiting Purchases
a. Proposed Amendments Redesignating and Clarifying the Rule
b. Persons and Securities Subject to the Rule
c. Excepted Transactions
d. Solicitation of Comments on Proposed Rule 14e-5
6. Safe Harbor for Forward-Looking Statements
III. General Request For Comments
IV. Cost-Benefit Analysis:
A. Communications
B. Filings
C. Tender Offers
V. Initial Regulatory Flexibility Analysis:
A. Reasons for Proposed Action
B. Objectives and Legal Basis
C. Small Entities Subject to the Rules
D. Reporting, Recordkeeping, and Other Compliance
E. Significant Alternatives
F. Overlapping or Conflicting Federal Rules
VI. Paperwork Reduction Act
I.
