DealLawyers.com Blog

On Friday, Corp Fin released a bunch of updated and new CDIs. Three amended CDIs address when offers and sales of securities may be registered on Form S-4 (or F-4) after “lock-up” agreements or agreements to tender are executed before the filing of a registration statement.

Section 139. Securities Act Section: Revised Question 139.29 (redline) & Revised Question 139.30 (redline)

Section 239. Securities Act Section 5: Revised Question 239.13 (redline)

Two revised CDIs reflect a reversal of the Staff’s prior approach to voluntary Notices of Exempt Solicitation filed by soliciting persons who do not beneficially own more than $5 million of the class of subject securities.

Proxy Rules and Schedules 14A/14C, Section 126. Rule 14a-6: Revised Question 126.06 (redline) & Revised Question 126.07 (redline)

A new CDI modernizes the broker search process, providing that the staff will not object if a registrant conducts a “broker search” less than 20 business days before the record date as long as it reasonably believes that proxy materials will be timely disseminated to beneficial owners and otherwise complies with Rule 14a-13.

Section 133. Rule 14a-13: New Question 133.02

A new CDI addresses when a registrant is unable to distribute an information statement in compliance with Rule 14c-2(b)’s 20-calendar-day requirement because the written consents were solicited by a dissident security holder without the registrant’s knowledge.

Section 182. Rule 14c-2: New Question 182.01

Finally, one new CDI addresses the availability of the Rule 14e-5(b)(10) exception for tender offers that qualify for the Tier I cross-border exemptions and one addresses whether Rule 14e-5(b)(12)(i) permits purchases outside a tender offer by the financial advisor’s affiliates on behalf of the offeror with the purpose of facilitating the tender offer.

Tender Offer Rules and Schedules, Section 166. Rule 14e-5: New Question 166.02 & New Question 166.03

– Meredith Ervine