Jenner & Block

Client Advisory: Securities and Exchange Commission Proposes Revisions to the Cross-Border Tender Offer, Exchange Offer, and Business Combination Rules

In this Client Advisory, Partners William L. Tolbert and Elaine Wolff discuss the SEC's proposed changes to the cross-border tender offer rules to encourage offerors to include U.S. holders in cross-border transactions.  The proposed changes would make it easier for offerors to rely on the cross border exemptions and would expand the exemptions from the U.S. tender offer rules.  Historically, offerors in cross-border transactions wishing to avoid being subject to U.S. regulations or who face conflicts between U.S. and foreign laws have frequently excluded U.S. investors from participating in these transactions.