News & Analysis as of

Securities Regulation Tender Offers

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

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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

Womble Bond Dickinson

Tender Offer Rules & Regulations: What Private Companies Need to Know

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Though more commonly associated with publicly listed companies, tender offer rules and regulations apply to private company transactions as well. Tender offers provide a mechanism for a prospective investor, or the company...more

Mayer Brown Free Writings + Perspectives

Tender Offer Rules and Schedules: Questions and Answers of General Applicability

On March 17, 2023, the Staff of the Securities and Exchange Commission provided updated compliance and disclosure interpretations relating to tender offers and exchange offers. The new guidance is reprinted here for ease of...more

Morgan Lewis

Takeover Monitor: Current German Public Tender Offers | Issue 5

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The Morgan Lewis Takeover Monitor documents public tender ofers in Germany for Morgan Lewis clients and interested persons. This issue covers published and announced current offers as of November 23, 2022. PUBLIC TENDER...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

Morgan Lewis

Takeover Monitor: Current German Public Tender Offers | Issue 3

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The Morgan Lewis takeover monitor documents public tender offers in Germany for Morgan Lewis clients and interested persons. This issue covers published and announced current offers as of August 18, 2022. PUBLIC TENDER...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

Bailey & Glasser, LLP

[Webinar] Two-Part Webinar Series - Raising Capital & Staying Compliant: It’s Not Easy Being Green - November 18th, 2:00 pm - 2:30...

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Got a great opportunity but need more funding? Want to raise money for your new startup in a compliant way? Compliance with federal and state laws are a crucial part of business transactions, including mergers and...more

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