Ch 3 Deck 9

Question 1

used to register securities with the SEC in connection with a business combination or exchange offer

Answer 1

form S-4

Question 2

S-4 includes the amount an investor

Answer 2

will receive in stock of the combined companies and/or cash for their shares

Question 3

S-4 contains executive

Answer 3

compensation details

Question 4

S-4 contains text of

Answer 4

the merger agreement

Question 5

S-4 contains risk

Answer 5

factors of the deal

Question 6

S-4 contains financial

Answer 6

information on the merger

Question 7

S-4 has a section for

Answer 7

questions and answers

Question 8

S-4 is signed by

Answer 8

• registrant
• its principal executive officer or officers
• its principal financial officer
• its controller or principal accounting officer
• at least a majority of the board of directors or persons performing similar functions

Question 9

S-4 is filed by

Answer 9

the acquirer in a merger

Question 10

S-4 contains a

Answer 10

fairness opinion

Question 11

Under Rule 165 an offerer must file

Answer 11

with the SEC all written communications that are made in connection with or relating to a business combination

Question 12

Under Rule 165 Written communications includes

Answer 12

electronic communications and other future applications of changing technology

Question 13

Under Rule 165, where an electronic method of communication is used

Answer 13

the offerer must file a transcript of the electronic communication (e.g. videos)

Question 14

Rule 165 changed the way certain communications are handled

Answer 14

prior to registration of business combination transactions

Question 15

Under Rule 165 a communication (e.g. prospectus) may be sent out about a business combination prior to registration if

Answer 15

• it is filed

- there is a legend telling investors that they can read more information about the filing on the SEC website

Question 16

Under Rule 165, an offer for the sale of assets may be made before the registration statement is filed if

Answer 16

• the first public announcement has been made,

- the written communication describing the offer is filed with the SEC by the first day of use

Question 17

Rule 425 states that issuers must file any communications in connection with a business combination transaction

Answer 17

with the SEC by the first day of use.

Question 18

Under Rule 425 communications relating to a pending business combination made to a credit rating agency with respect to the issuer’s credit rating

Answer 18

are not communications that must be filed with the SEC.

Question 19

Rule 14a-101 covers information needed

Answer 19

in the proxy statement (Schedule 14).

Question 20

SEC Proxy rule 14(a) certain proposals must be spelled out separately in the proxy for a merger

Answer 20

Staggered boards
changes in quorum minimums
removal of directors
may all need to be spelled out in the proxy

Question 21

SEC Proxy rule 14(a) certain proposals must be spelled out separately in the proxy for a merger - one that does not is

Answer 21

Golden parachute payments

Question 22

lists the information that must be included in tender offers and mergers

Answer 22

Regulation M-A

Question 23

Under Regulation M-A the following information must be included in tender offers and mergers

Answer 23

information about both of the companies
the terms of the transaction
and financial statements

Question 24

Under Regulation M-A, all cash tender offers and all cash mergers, as well as going-private transactions must have a

Answer 24

“plain English” summary. This is known as a “summary term sheet.”

Question 25

The “plain English” summary called for under Regulation M-A, is known as a

Answer 25

“summary term sheet.”