Tender Offer Regulations: Rapid Fire

What this video covers

• Why the Williams Act is a neutral umpire (disclosure and procedural fairness), not a bouncer that blocks takeovers
• How the two regulatory buckets split: third-party rules (narrow: registered equity, over 5% after consummation) versus universal rules (broad: every tender offer regardless of type)
• What Schedule TO is (bidder's tender offer statement), what Schedule 14D-9 is (target's response), and the four exact stances a target board must choose from within 10 business days
• When the 20-business-day minimum offer period applies, and why a 10-business-day extension is triggered by price, percentage, or dealer-fee changes (with the 2% or less carve-out)
• Why withdrawal-rights revival is 60 calendar days for third-party offers but 40 business days for issuer self-tenders, and why these are never interchangeable
• How the insider trading ban during tender offers requires no fiduciary breach (parity-of-information standard), unlike ordinary anti-fraud rules
• What the all-holders rule, best-price rule, and net-long rule each prohibit, and the single carve-out for committee-approved employment or severance arrangements
• When a transaction is a going-private deal (consequence-based triggers: below 300 holders, terminating or suspending reporting, or delisting) and why mini-tenders exploit the under-5% exemption