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Series 79: M&A, Tender Offers & Restructuring
Series 79 practice questionmediumGoing-Private Transactions

A controlling shareholder holding 70% of a public company proposes to acquire the remaining 30% at a premium to the current market price. Which of the following regulatory requirements applies?

  1. AOnly a Hart-Scott-Rodino filing is required
  2. BThe transaction is exempt from all SEC regulation
  3. CThe transaction is subject to Rule 13e-3 going-private requirements and enhanced fairness disclosure✓ Correct answer
  4. DThe controlling shareholder must conduct a Dutch auction for the minority shares
Explanation

Why CThe transaction is subject to Rule 13e-3 going-private requirements and enhanced fairness disclosure

When a controlling shareholder takes a company private by acquiring the remaining minority shares, the transaction is subject to Rule 13e-3 because the affiliate is causing the company's equity securities to be deregistered. The controlling shareholder must file a Schedule 13E-3 with enhanced disclosure about the fairness of the transaction to unaffiliated shareholders. Under Delaware law, the transaction may also be subject to entire fairness review unless structured with both a special committee and majority-of-the-minority shareholder approval.

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