|
Summary
|
 SEC
rules prohibit fraudulent actions
during a tender offer:
These
rules are part of Regulation 14E
- Apply to any tender offer,
not just those subject to Regulation 14D
|
Rule 14e-3 Insider Trading Prohibited
|
 Rule
14e-3
- Provides a cause of action for material
misrepresentations and omissions in connection with a tender offer
- Modeled after Rule 10b-5
 Must disclose or abstain from trading
- Rule 14e-3(a)
- Subject to exceptions: 14e-3(b) / 14e-3(c)
Anti-tipping rule applies to insiders
|
Rule 14e-4 Short Tendering Prohibited
|
Rule
14e-4
Prohibits short tendering
- Tendering of securities that aren't owned
nor subject to a right to acquire
Prohibits hedged tendering
- Tendering securities into a partial tender offer
while also selling the same securities into the market based on estimates of
what will be returned by bidder because of proration
Prohibits multiple tendering
SEC_CODE_REF_0090001192884
- Tendering the same securities into different
partial tender offers
Definitions
- Net long position
- Long position
- Short position
- Equivalent security
- Subject security
- Tender
- Partial tender offer
- Standardized call option
|
Rule 14e-5 Purchases Outside Tender Offer
Prohibited
|
Rule
14e-5
Prohibits purchases outside the tender offer
- Commences upon public announcement
- Continues until offer expires
- Rule 14e-5(a)
Applies
to covered persons
- Offeror and affiliates
- Dealer-manager and affiliates
- Advisors
- Persons acting in concert
- Rule 14e-5(c)(3)
Subject to several exceptions
- Rule 14e-5(b)
- Exercise of related securities
- Purchases for employee plans
- Odd-lot tender offers
- Unsolicited purchases by dealer-manager
- Basket transactions
- Covering transactions
- Prior contractual arrangements
- Dealer-manager affiliates
- UK City Code market making
- Tier I cross border tender offers
Definitions
- Affiliate
- Agent independent of the issuer
- Covered person
- Plan
- Public announcement
- Related securities
- Subject securities
|
Rule 14e-8 Deceptive Announcements Prohibited
|
Rule
14e-8
- Prohibits announcing a potential tender offer
without having the intent to commence
- Prohibits related manipulations
|
Related Topics
|
Tender
Offer Rules
|
|
