On April 16, 2026, the SEC’s Division of Corporation Finance issued an exemptive order permitting certain tender offers for equity securities to remain open for as few as 10 business days rather than the current 20-business-day minimum under Exchange Act Rules 13e-4(f)(1)(i) and 14e-1(a). The Division said the relief is intended to address market inefficiencies, reflect technological developments and reduce exposure to market fluctuations, while remaining consistent with investor protection goals.  The order separately addresses tender offers for securities of reporting companies and private companies, respectively.  The Division issued the order under delegated authority granted by the Commission. 

Public Securities

The exemptive order permits a tender offer for a class of equity security of a reporting company to remain open for a minimum offering period of 10 business days, provided that certain conditions are met, including, among other things, that the offer (i)  is subject to the provisions of Regulation 14D or Rule 13e-4 under the Exchange Act; (ii) involves only cash  consideration at a fixed price; (iii)  is not subject to Rule 13e-3 under the Exchange Act, the going-private rule; and (iv)  is not made in reliance on cross-border exemptions under the Exchange Act. In order to rely on the exemption in a tender offer subject to Regulation 14D, the offer must be made pursuant to a negotiated merger agreement or similar business combination agreement, be made for all outstanding securities of the subject class, and be accompanied by a Schedule 14D-9 filed and disseminated by 5:30 p.m. Eastern Time on the first business day after commencement. The exemptive order also imposes procedural conditions, including prompt public announcement of the offer with a hyperlink to materials and advance notice requirements for certain changes to the offer terms.

One important limitation to the exemption is that if a competing tender offer is publicly announced after commencement of an initial offer utilizing the 10-business-day exemption, the initial offer must be extended so that it remains open for at least 20 business days from commencement.

Private Securities

The exemptive order also permits an issuer tender offer for any class of equity security of a non-reporting company to remain open for a minimum offering period of 10 business days, provided, among other things, that (i) the offer is made for equity securities of an issuer that does not have a class of securities registered under Section 12 of the Exchange Act and is not required to file reports under Section 15(d) of the Exchange Act; (ii) the offer is made by the issuer of the securities sought in the tender offer (or a wholly owned subsidiary thereof); and (iii) the consideration is cash at a fixed price.

The Division of Corporation Finance emphasized that the relief does not affect the application of the federal securities laws’ anti-fraud and anti-manipulation provisions, including Exchange Act Sections 10(b) and 14(e), and that the staff may reconsider, modify or withdraw the relief if material issues emerge.

The full text of the order is available here.

Posted in Capital Markets, Private Funds, Public Companies, Registered Funds
Tags: Division of Corporation Finance, Exchange Act, Exemptive Relief, SEC, Securities Regulation, Tender Offers
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Photo of Frank Zarb Frank Zarb

Frank Zarb is a partner in our Corporate Department and a member of the Capital Markets Group, where he concentrates his practice on equity finance and a wide range of regulatory matters under U.S. federal securities laws.

He counsels public and private companies…

Frank Zarb is a partner in our Corporate Department and a member of the Capital Markets Group, where he concentrates his practice on equity finance and a wide range of regulatory matters under U.S. federal securities laws.

He counsels public and private companies, hedge funds and family offices, and market intermediaries and other financial institutions on a wide range of transactional and securities regulatory compliance matters including:

  • Equity investments and dispositions in public and private companies
  • Public company registration, disclosures and preparation of periodic reports
  • Tender offers, equity lines, proxy contests, SPACs, and other highly regulated transactions
  • Regulation M, Regulation SHO, Forms 13F and 13H, insider trading and other trading issues
  • Corporate governance and stock exchange listing standards
  • Federal and state proxy requirements as well as shareholder proposals and communications
  • Regulation of financial intermediaries, including trading of public and private equity, and complex and novel trading structures
  • Advocating with the SEC on behalf of a market intermediary related to back-office processing matters.

Frank’s practice is both domestic and international, beginning with his experience in senior positions with the Securities and Exchange Commission. As a member of the staff of the SEC’s Office of International Corporate Finance, Frank advised U.S. companies seeking to do business in the EU, Asia and the Middle East, as well as companies from those regions doing business in the U.S., or otherwise seeking to comply with the U.S. securities laws.  In the Office of Chief Counsel, he focused on federal proxy rules, and supervised a team of staff members that provided guidance in the course of proxy season.

Prior to joining the Firm, Frank was deputy general counsel/chief securities counsel for Bristol Myers Squibb Co. in a new position required by the SEC. Prior to joining Bristol-Myers, Frank was a corporate partner with Morgan, Lewis & Brockius.

Social Responsibility

Frank is a Trustee of the Gerald R. Ford Presidential Foundation, and he provides significant pro bono assistance to non-profit social service institutions in the Washington, D.C. area.

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Photo of Louis Rambo Louis Rambo

Louis Rambo is a partner in the Corporate Department and a member of the Capital Markets Group. He focuses his practice on counseling public companies and their boards of directors on corporate governance, capital markets transactions, mergers and acquisitions, securities regulation, disclosure and…

Louis Rambo is a partner in the Corporate Department and a member of the Capital Markets Group. He focuses his practice on counseling public companies and their boards of directors on corporate governance, capital markets transactions, mergers and acquisitions, securities regulation, disclosure and shareholder activism. Drawing on his previous tenure with the Securities and Exchange Commission in the Division of Corporation Finance, Louis partners with clients on capital raising, including underwritten equity transactions, at-the-market offerings and high-yield and investment grade debt offerings, as well as on structuring M&A transactions, spin-offs, tender offers and going private transactions. He advises public companies on developing governance and disclosure matters, including director independence, compensation, insider trading issues, shareholder proposals and stockholder meetings, and advises on shareholder activism and takeover defense.

Louis also regularly advises hedge funds, private equity funds, family offices, private companies and other financial institutions on a wide range of transactional and securities regulatory compliance matters, including capital raising, PIPEs and secondary transactions, novel and complex beneficial ownership issues arising under the federal securities laws, derivative transactions, insider trading issues and policies and compliance programs.

Louis previously served as an attorney with the SEC in the Division of Corporation Finance. While at the SEC, Louis worked on a number of transactional and securities compliance matters.

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Photo of Simon J. Wood Simon J. Wood

Simon J. Wood is an associate in the Corporate Department and a member of the Capital Markets Group. His practice focuses on IPOs, SPAC transactions, and Section 13 and Section 16 filings. Since joining Proskauer, Simon has worked on a variety of SPAC…

Simon J. Wood is an associate in the Corporate Department and a member of the Capital Markets Group. His practice focuses on IPOs, SPAC transactions, and Section 13 and Section 16 filings. Since joining Proskauer, Simon has worked on a variety of SPAC transactions including the IPOs of Kimbell Tiger Acquisition Corp., Juniper II Corp., Israel Acquisitions Corp, and more. He is currently part of the Proskauer team advising Goal Acquisitions Corp. in its business combination with Digital Virgo Group.

Simon earned his J.D. degree from Harvard Law School, where he worked on the Journal of Law and Technology and was part of the Cyberlaw Clinic.

Prior to joining Proskauer, Simon was an associate in the New York offices of Kirkland & Ellis.

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