Code of Federal Regulations · Section
§ 240.14e-8 — e-8 Prohibited Conduct In Connection With Pre-commencement Communications
17 C.F.R. § 240.14e-8
It is a fraudulent, deceptive or manipulative act or practice within the meaning of section 14(e) of the Act (15 U.S.C. 78n) for any person to publicly announce that the person (or a party on whose behalf the person is acting) plans to make a tender offer that has not yet been commenced, if the person:
(a) Is making the announcement of a potential tender offer without the intention to commence the offer within a reasonable time and complete the offer;
(b) Intends, directly or indirectly, for the announcement to manipulate the market price of the stock of the bidder or subject company; or
(c) Does not have the reasonable belief that the person will have the means to purchase securities to complete the offer.
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