SEC Rule 14d-10(e)(2) Amendment: Is this the Optimal Solution to the Tender Offer 'Best-Price Rule' Dilemma?

摘要

Almost forty years ago, Congress enacted the Williams Act as an amendment to the 1934 Exchange Act to protect investors in the corporate takeover arena. Pursuant to the congressional authority conferred by this legislation, the SEC adopted the best-price rule (sometimes referred to as "the Rule") as an added safeguard intended to further prevent acquiring businesses from engaging in deceptive practices that unfairly prejudiced shareholders of target corporations.