• SEC Adopts Amendments to the Tender Offer Best Price Rule
  • March 22, 2007 | Authors: Marilyn Mooney; Esther R. Quartarone
  • Law Firm: Fulbright & Jaworski L.L.P. - Washington Office
  • The Securities and Exchange Commission unanimously adopted amendments to the tender offer best price rule today. They will take effect 30 days from publication in the Federal Register. The amendments are specifically designed to clarify the uncertainty that has developed over the past several years as to the application of the rule with respect to compensation and employee benefits arrangements. Federal circuit courts have split on the issue whether such compensation and benefit arrangements require an increase in the consideration paid in tender offers to other tendering security holders. The rules are designed to level the playing field between the use of tender offers versus statutory mergers as acquisition vehicles.