October 18, 2006
SEC Adopts “Best Price” Rule Amendments
Today, the SEC adopted long-awaited amendments to the best-price rule, Rule 14d-10, which brings the M&A world back to “normal” in the wake of conflicting decisions among the US Circuit Courts in this area during the past few years. Here is an opening statement from Corp Fin – and here is an opening statement from Chairman Cox.
As expected, the amendments:
– clarify that the rule applies only with respect to the consideration offered and paid for securities tendered in a tender offer
– clearly exclude compensation arrangements, so long as they meet certain requirements
– provide a safe harbor for compensation arrangements that are approved by independent directors
– include an exemption that contains specific substantive standards that must be satisfied
Join two of the SEC Staffers who drafted the rule amendments – as well as two former SEC Staffers who served in Corp Fin’s Office of Mergers & Acquisitions – in this newly announced webcast: “The Evolving ‘Best Price’ Rule.”