First rulemaking since '99

Author: | Published: 17 Nov 2008

The US Securities and Exchange Commission (SEC) recently adopted amendments to its rules governing tender offers and other business combinations designed to facilitate the inclusion of US investors in such transactions. These amendments build upon a set of cross-border exemptions adopted by the SEC in 1999 and are the first significant rulemaking by the SEC since 1999. The amended rules seek to address certain aspects of the 1999 rules that made them difficult to apply in practice, limited their usefulness and resulted in US investors continuing to be excluded from cross-border business transactions. In some cases, the recent amendments reflect the codification of no-action, exemptive or interpretive positions taken by the SEC. The amendments will be effective on December 8 2008.

Overview The SEC's cross-border rules provide relief from onerous disclosure and procedural requirements applicable to participants in US domestic business combinations. They apply to tender offers (including exchange offers) and...