As a result of recent Securities and Exchange Commission staff relief, companies, their management teams and boards now have enhanced flexibility in connection with a range of liability management transactions, from equity repurchases, refinancing outstanding debt securities through exchange or tender offers, or considering concurrent consent solicitations.
A company that wants to acquire a block of its own or another company’s stock may do so through a tender offer. Tender offers are subject to the general anti-fraud provisions of Section 14(e) of the Securities Exchange Act of 1934. A self-tender may be subject to Rule 13e-4. Historically, Exchange Act Rules 13e-4(f)(1)(i) and 14e-1(a) each required tender offers to remain open for at least 20 business days. Given technological developments and changes in the capital markets, the 20-business day rule has been criticized as unnecessarily restrictive. In April 2026, the staff of the SEC’s Division of Corporation Finance (the division) issued an exemptive order permitting a tender offer for any class of equity security to remain open for a minimum offering period of 10, instead of 20, business days. The order applies to certain offers for equity securities of public and private companies.
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