Chapter 3: SEC Rules Applicable to M&A

Question 1

SEC Rule 145

Answer 1

Registration is required for any transaction that involves a shareholder vote and involves the exchange of either party’s securities. Registration is not required for cash only transactions.

Question 2

Form S-4

Answer 2

If an M&A transaction is subject to registration, Form S-4 is filed with the SEC.

Question 3

SEC Rule 165

Answer 3

Largely exempts merger related communications from restrictions applied to public offerings, as long as the communication is filed with the SEC.

Question 4

SEC Rule 425

Answer 4

Any written merger communication must be filed with the SEC on or before the date of first use.

Question 5

Tender Offer

Answer 5

An open solicitation to purchase a significant portion of a Company’s outstanding stock. Offer must be open for at least 20 days.