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Securities and Exchange Commission (SEC) Tender Offers Securities Regulation

K&L Gates LLP

SEC Policy Shift and Recent Corp Fin Updates – Part 1

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Since the beginning of the year, the US Securities and Exchange Commission’s (SEC) Division of Corporation Finance staff (Corp Fin Staff) has issued several important statements and interpretations, including a Staff Legal...more

Cadwalader, Wickersham & Taft LLP

SEC Updates Guidance on Lock-Up Agreements and Cash Tender Offers

The Securities and Exchange Commission (SEC) has recently updated Compliance and Disclosure Interpretations (C&DIs) regarding lock-up agreements and tender offers, offering notable clarifications for corporations considering...more

Akin Gump Strauss Hauer & Feld LLP

SEC Publishes Revised C&DI Related to Lock-Up Agreements in Business Combinations and New C&DIs Related to Tender Offers

On March 6, 2025, the U.S. Securities and Exchange Commission (SEC) published (1) a revised Compliance and Disclosure Interpretation (C&DI) regarding lock-up agreements in business combinations and (2) five new C&DIs...more

BCLP

SEC Staff Issues New Guidance on M&A Lockups and All-cash Tender Offers

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The SEC staff recently published new guidance for voting commitments in public M&A transactions and all-cash tender offers....more

Cooley LLP

New CDIs related to M&A

Cooley LLP on

Corp Fin has just posted some new CDIs related to M&A transactions, more specifically, a revised CDI related to Form S-4 and lock-up agreements and a new group of CDIs related primarily to material changes in tender offers....more

Goodwin

Private Companies: Time to Consider Repricing Underwater Stock Options?

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​​​​​​​Given recent market trends, many private companies have  seen valuations decline significantly, resulting in an increasing  number of service providers holding “underwater” or “out of  the money” stock options. As a...more

Mayer Brown Free Writings + Perspectives

New SEC CD&Is Impacting Mergers and Acquisitions

On March 22, 2022, the staff (Staff) of the US Securities and Exchange Commission (SEC) issued six compliance and disclosure interpretations (CD&Is) impacting mergers and acquisitions. Two of the new CD&Is relate to Item 1.01...more

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