The SEC Amends Cross-Border Business Combination Rules

On September 19, 2008 the U.S. Securities and Exchange Commission (SEC) adopted amendments to its rules governing cross-border business combination transactions. The rules extend exemptions from U.S. regulations for certain types of cross-border tender offers and other business combinations involving the securities of non-U.S. target companies. The amendments build upon a set of cross-border exemptions adopted by the SEC in 1999 and reflect the first significant rulemaking by the SEC since the 1999 rules were adopted. In many cases the amendments reflect the codification of no-action, exemptive or interpretive positions previously taken by the staff of the SEC and generally address aspects of the 1999 exemptions that made these exemptions difficult to apply in practice and limited their usefulness. The rule amendments became effective on December 8, 2008. The following article provides a summary of the principal changes brought about by the amendments.

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