"Mini" Tender Offers

Tender offers for less than five percent of the stock of a company have been labeled mini-tender offers. Such offers are subject to some regulation but are not subject to the full range of rules enacted to protect investors who own stock in a company for which a full tender offer is made. Thus, while a mini-tender offer may include a premium over market price for a selling shareholder, the lack of all of the protections provided for recipients of a full tender offer suggests a more cautious view of the merits of the mini-tender offer.

Disclosure of Executive Compensation

While each company decides what its executives are paid, the amounts and types of compensation paid to the top executives of public companies is considered material information that the Securities and Exchange Commission has determined must be disclosed to the public.

Protection for Toxic Substances Control Act Whistleblowers

Protection for Toxic Substances Control Act Whistleblowers

Failing Company Defense

A merger or acquisition that has the potential to lessen competition significantly may violate Section 7 of the Clayton Act, 15 U.S.C.S. § 18. However, a "failing company" defense has emerged from case law and legislative history of an amendment to Section 7 that allows an acquisition or merger to proceed if the company being acquired is subject to imminent bankruptcy or liquidation, and the acquiring company is the only prospective purchaser of the failing company.

Interval Investment Funds

Interval funds are a type of closed-end fund that offers to buy shares in the fund back from investors at stated intervals and in stated amounts. However, shareholders are not obligated to sell their shares back to the fund.