Going-Private and Issuer Tender Offer Analysis
Chapters in this video
- 0:00 Issuer purchase restriction during hostile bid
- 2:08 Third-party versus universal tender offer scope
- 2:56 Target board response: 10 business days and four options
- 4:35 Going-private trigger: 300 holders and delisting
- 5:50 Fairness statement versus outside fairness opinion
- 6:16 Issuer restriction contrasted with going-private regime
- 6:28 Rapid-fire exam recap
What this video covers
- Why an issuer is restricted from buying its own securities the moment a third-party tender offer becomes pending, and how that restriction keeps the contest fair
- The exact difference between the strict third-party tender offer rules for registered securities and the broader universal tender offer rules for non-exempt securities
- Why the target board has exactly 10 business days to publish, send, or give its position, and why "unable to take a position" is the fourth option exam writers love to hide
- Why 300 holders of record is the standard going-private threshold (not 500), and how delisting from a national exchange is an equally valid trigger
- Why the going-private regime requires a Schedule 13E-3 fairness statement but does NOT automatically require an outside fairness opinion
- How to separate two frequently confused concepts: the issuer purchase restriction (behavioral limit during an attack) versus the going-private regime (disclosure requirement during an escape)
- Why "reasonable likelihood or purpose" means that a purposefully structured delisting transaction can trigger going-private rules even if it ultimately fails
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