SEC Makes Technical Amendments to M&A Rules and Forms
 
March 24, 2008
 

On March 17, 2008, the SEC issued a release containing several technical amendments to the rules and forms regarding mergers and acquisitions. The release corrects certain cross-references in the rules, removes a reference to an inapplicable statute, otherwise corrects certain typographical errors and updates the contact information for the SEC. Most notably, the release clarifies in Rules 14a-3(a)(3)(i) and 14a-16(m) that the use of the notice and access model regarding Internet availability of proxy materials is not permitted with respect to all business combinations, including both cash and stock transactions. While the adopting release was clear that the notice and access model was not available in the case of business combinations, the final rules did not include cash transactions as a business combination.

In addition to the technical corrections, the SEC also transferred the authority to grant exemptions from the issuer tender offer rules and to determine the applicability of the issuer tender offer rules from the director of the Division of Market Regulation to the director of the Division of Corporation Finance.

http://www.sec.gov/rules/final/2008/34-55146a.pdf