July 1, 2008

Corp Fin No-Action Relief for Busted Merger/Reorganization

Last week, Corp Fin posted this no-action letter – Barclays (Netherlands)(available 6/26/08) – which seems to be well within the line of “abandoned offering” 12h-3 letters. Usually they are for a busted IPO, but this one is for a busted merger/reorganization.

In both cases, the facts are pretty much the same – a registration statement goes effective but the offer is never completed. Therefore it make no sense for the registrants to have to file a Form 10-K/20-F to satisfy the Section 15(d) obligation since no one is holding the securities from the originally contemplated IPO/merger.