Equal Treatment: Best-Price Rule and All-Holders Rule
Chapters in this video
- 0:00 All-holders rule: no VIP access allowed
- 1:02 Per class loophole and the preferred holdout
- 2:17 Best-price rule: mid-offer upgrades flow to all
- 3:30 Multi-consideration offers and equal elections
- 4:01 Compensation carve-out saved the rule, did not kill it
- 4:55 Independent committee safe harbor: bidder or target
- 6:05 Issuer self-tenders: Ingrid gets no special pass
- 6:43 Rapid-fire exam recap
What this video covers
- Why the all-holders rule applies per class, and why excluding preferred while tendering for common is perfectly legal
- What discrimination violates the all-holders rule: block size, state residency, or beneficial street-name status
- How the best-price rule forces a mid-offer price bump to flow to every tendering shareholder, including those who tendered early
- Why multi-consideration offers are allowed, and how equal election rights plus highest-amount-within-type keeps the offer compliant
- What the compensation carve-out actually did: it did NOT abolish the best-price rule, it only removed employment compensation from the definition of tender consideration
- How the independent-committee safe harbor works, and why approval by the bidder OR target committee is sufficient
- Why issuer self-tenders are subject to the exact same all-holders and best-price requirements as third-party bidders
Read the full lesson, free
This video's complete written lesson is free to read in the CertFuel app, no signup wall. The complete Series 79 course also includes adaptive practice questions and spaced-repetition flashcards.