Summary
Tender offer
Regulated by SEC pursuant to the Williams Act
Relevant statutory provisions are
Relevant SEC rules are
Regulation 14D applies to any tender offer subject to Exchange Act §14(d)(1)
Regulation 14E applies to any tender offer
Tender Offer Defined
Tender offer was left undefined by the Williams Act
Courts have used two tests:
Eight factor test (Wellman test)
Totality of circumstances test
Types of Tender Offers
Issuer tender offer
Two-step merger
Exchange offer
Unsolicited (hostile) offer
Mini-Tender offers
Tender Offer Sub-Topics
Timing
Disclosure
Mechanics
Section 14(e) anti-fraud provisions
Regulation M-A
Statutory Quick Finder
SEC_CODE_REF_0090001192884
Regulation 14D Quick Finder
Regulation 14E Quick Finder
Related Topics
Odd-Lot Tender Offers
Mini-Tender Offers
Beneficial Ownership Reporting (13D)
Dutch Auctions
Going Private