Series 79 practice questionmediumTender Offer Rules
The 'all-holders' rule under SEC tender offer regulations requires that:
- AA tender offer must be open to all holders of the class of securities subject to the offer✓ Correct answer
- BAll shareholders must tender their shares in a tender offer
- CAll shareholders must receive the highest price paid to any tendering shareholder only if they tender within the first five days
- DOnly institutional holders may participate in tender offers
Explanation
Why A — A tender offer must be open to all holders of the class of securities subject to the offer
The all-holders rule (SEC Rule 14d-10(a)(1)) requires that a tender offer for any class of securities be open to all holders of that class. This prevents a bidder from making selective tender offers to only certain shareholders (such as large institutional holders) while excluding others. The rule ensures equal opportunity for all holders of the targeted securities to participate in the tender offer on the same terms.
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