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SEC exemptive order permits shorter equity tender offer periods
SEC Update
12 May 2026
The SEC’s Division of Corporation Finance recently issued an exemptive order under the Exchange Act permitting certain tender offers for equity securities to remain open for a minimum period of ten business days instead of a minimum period of 20 business days as required under the SEC’s tender offer rules.
The abbreviated offering periods are available for all-cash third-party and issuer tender offers for equity securities of reporting companies, as well as for all-cash tender offers by non-reporting companies for their own equity securities. To qualify for this relief, the third-party equity tender offer must be made in connection with a negotiated business combination transaction. Parties relying on the exemptive order must comply with conditions specified in the order.
The exemptive order offers acquirors in negotiated M&A transactions involving a “two-step” acquisition process new flexibility to reduce the time to closing. The relief also may enable reporting companies engaged in self-tenders to limit their exposure to market fluctuations during the shortened offering period.
The Division’s exemptive order, issued by its Office of Mergers and Acquisitions on April 16, 2026, may be accessed here.
Click here to read our full SEC Update publication.
Authored by Alan Dye (co-editor), Richard Parrino (co-editor), Joseph Gilligan, Stuart Morrissy, Brian O'Fahey, Meredith Hines, and Haebin Lee.
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SEC exemptive order permits shorter equity tender offer periods
11 May 2026
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