U.S. federal securities laws are designed to protect U.S. investors and are therefore broadly applicable extra-territorially, including with respect to transactions involving exclusively non-U.S. entities.
In this ongoing series of notes, we discuss tender offers for the securities of target companies that are incorporated or listed outside of the United States. There are certain exemptions to the U.S. rules that apply in the case of companies with a limited number of U.S. shareholders.
- Cash Tender Offer in Compliance with Regulation 14E outlines the requirements under the U.S. federal securities laws applicable in the following situation: the offer is a cash tender offer for the equity securities of a target company that is a foreign private issuer; the target company’s shares are not listed in the U.S., but the target company has U.S. shareholders; and the bidder is not eligible to use, or chooses not to rely on, certain exemptions available under the U.S. cross-border tender offer rules.
- Cash Tender Offer Relying on the Tier 1 Exception (to be released in December)
On October 17, 2018, the SEC published new and updated compliance and disclosure interpretations on the cross-border exemptions available under the U.S. federal securities laws, which are available here.