SEC Issues Exemptive Relief Permitting 10 Business Day Tender Offers for Equity Securities

On April 16, 2026, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (“SEC”) issued an exemptive order allowing certain qualifying tender offers for equity securities to remain open for a minimum of 10 business days, instead of the 20 business days required under the Securities Exchange Act of 1934 (the “Exchange Act”). The exemptive order applies to qualifying tender offers for equity securities of public and private companies and describes the following three categories of equity tender offers:

1. Tender Offer for Equity Securities of Reporting Companies Subject to Regulation 14D;
2. Tender Offer for Equity Securities of Reporting Companies Subject to Rule 13e-4; and
3. Tender Offer for Equity Securities of Non-Reporting Companies.

The Division of Corporation Finance of the SEC stated that the exemptive relief aims to address market inefficiencies, better reflect technological advances, and reduce exposure to market fluctuations.

We provide some background and discuss key aspects of the exemptive order in this Legal Update.