Code of Federal Regulations · Section
§ 240.14e-7 — e-7 Unlawful Tender Offer Practices In Connection With Roll-ups
17 C.F.R. § 240.14e-7
In order to implement section 14(h) of the Act (15 U.S.C. 78n(h)):
(a) (1) It shall be unlawful for any person to receive compensation for soliciting tenders directly from security holders in connection with a roll-up transaction as provided in paragraph (a)(2) of this section, if the compensation is:
(i) Based on whether the solicited person participates in the tender offer; or
(ii) Contingent on the success of the tender offer.
(2) Paragraph (a)(1) of this section is applicable to a roll-up transaction as defined in Item 901(c) of Regulation S-K (§ 229.901(c) of this chapter), structured as a tender offer, except for a transaction involving only:
(i) Finite-life entities that are not limited partnerships;
(ii) Partnerships whose investors will receive new securities or securities in another entity that are not reported under a transaction reporting plan declared effective before December 17, 1993 by the Commission under section 11A of the Act (15 U.S.C. 78k-1); or
(iii) Partnerships whose investors' securities are reported under a transaction reporting plan declared effective before December 17, 1993 by the Commission under section 11A of the Act (15 U.S.C. 78k-1).
(b) (1) It shall be unlawful for any finite-life entity that is the subject of a roll-up transaction as provided in paragraph (b)(2) of this section to fail to provide a security holder list or mail communications related to a tender offer that is in furtherance of the roll-up transaction, at the option of a requesting security holder, pursuant to the procedures set forth in § 240.14a-7.
(2) Paragraph (b)(1) of this section is applicable to a roll-up transaction as defined in Item 901(c) of Regulation S-K (§ 229.901(c) of this chapter), structured as a tender offer, that involves:
(i) An entity with securities registered pursuant to section 12 of the Act (15 U.S.C. 78l); or
(ii) A limited partnership, unless the transaction involves only:
(A) Partnerships whose investors will receive new securities or securities in another entity that are not reported under a transaction reporting plan declared effective before December 17, 1993 by the Commission under section 11A of the Act (15 U.S.C. 78k-1); or
(B) Partnerships whose investors' securities are reported under a transaction reporting plan declared effective before December 17, 1993 by the Commission under section 11A of the Act (15 U.S.C. 78k-1).
Authorizing Statute
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Records and reports15 U.S.C. § 78q
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Registration of securities15 U.S.C. § 77f
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Registration and regulation of brokers and dealers15 U.S.C. § 78o
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Foreign securities exchanges15 U.S.C. § 78dd
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Information required in registration statement15 U.S.C. § 77g
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General provisions of a liquidation proceeding15 U.S.C. § 78fff
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Necessity for regulation15 U.S.C. § 78b
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Proxies15 U.S.C. § 78n
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Classes of securities under this subchapter15 U.S.C. § 77c
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Registration requirements for securities15 U.S.C. § 78l
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Executive compensation and corporate governance12 U.S.C. § 5221
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Findings and purposes12 U.S.C. § 5461
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Creation; membership; compensation and expenses12 U.S.C. § 241
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Short title15 U.S.C. § 78a
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Trading by members of exchanges, brokers, and dealers15 U.S.C. § 78k
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Manipulative and deceptive devices15 U.S.C. § 78j
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Operations of designated financial market utilities12 U.S.C. § 5465
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Definitions and application15 U.S.C. § 78c
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National securities exchanges15 U.S.C. § 78f
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Rules, regulations, and orders; annual reports15 U.S.C. § 78w
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Comprehensive energy plan15 U.S.C. § 781
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Transaction fees15 U.S.C. § 78ee
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Failure of corporate officers to certify financial reports18 U.S.C. § 1350