M&A, Tender Offers, and Fairness Opinions

What this video covers

• Why a tender offer must remain open at least 20 business days, and what automatically extends that period by 10 additional business days
• The target company's 10-business-day deadline to file Schedule 14D-9 and communicate its position to shareholders
• How the tender-offer disclose-or-abstain duty differs from classical insider trading: no fiduciary breach is required, so anyone with material non-public information about a tender offer must disclose or abstain
• The 5% beneficial-ownership threshold that triggers Schedule 13D for active investors within 5 business days, versus Schedule 13G for passive investors with different deadlines
• Why a 1% material change to a Schedule 13D position requires amendment within 2 business days, and how that 1% is calculated against total outstanding shares
• The Hart-Scott-Rodino (HSR) Act's 30-day waiting period, and why it is an FTC and DOJ antitrust filing, not an SEC filing
• FINRA's fairness-opinion disclosure rule: the two-year look-back for compensation, the requirement to disclose success-contingent fees, and why the fairness committee must include independent personnel not on the deal team